Advent of Midnight
by Rider Paladin
Summary: Darkstalkers Crossover, A/U of Season 2: M3 High School gets a new student and Spider-Man finds himself in a heap of trouble not necessarily solely of the girl or super-villain variety. Of course, it may just turn out better than he thinks.
1. Lilith, Lilith, My Fair Lilith

"Advent of Midnight"

Chapter 1: "Lilith, Lilith, My Fair Lilith"

Disclaimer: Spider-Man and all related characters belong to Marvel Comics and Marvel Studios. Darkstalkers and all related characters belong to Capcom. I am neither Marvel nor Capcom, so I do not make any kind of meaningful profit from this story, just pure satisfaction that somebody is indulging my craziness by reading this.

Author's note: As a kid, whenever I would play Marvel vs. Capcom (1 or 2), I'd almost always make sure Spider-Man and Morrigan were on the same team. Spider-Man was my favorite Marvel superhero (and still is) and Morrigan was my favorite character in Darkstalkers, so it only made sense to pair them up. Looking back on those happy times has inspired me to write crossover fic between Spectacular Spider-Man (the animated series) and Darkstalkers, which should be starting right . . . about . . . now.

* * *

Inside the cafeteria of Midtown Manhattan Magnate High School, a small, skinny sixteen-year-old brunet boy sat by his lonesome at his lunch table. This boy was Peter Parker, and he was rather confused at this point, specifically about girls. He liked Liz . . . and Gwen . . . and MJ . . . and he was utterly clueless as to which one he should pursue. He sighed to himself, thinking about the three girls; Liz was a cheerleader he had tutored, and who had come to like him despite the different social circles they came from. Gwen was his closest friend ever since seventh grade and Mary Jane . . . was the ever-enigmatic, ever-fashionable and fun-loving redhead who'd been his blind date – not that he complained, obviously – to the school's Fall Formal.

The thing that complicated everything else . . . was him, or rather, Spider-Man. Peter Parker _was_ Spider-Man, and had been ever since that one little spider bite. He'd had to keep that a secret, because Eddie Brock – his former friend and now most implacable enemy – had proven just what could happen to the people he loved if it were to get out just who he was. Unfortunately, keeping his secret had more than once nearly screwed him over in his relationships, as sometimes he had come out looking like a liar, which he hated more than anything else, not for his reputation but for what it did to the people he cared about.

The pensive boy almost didn't notice when a tray slid into place across from him. He did notice, however, when a chirpy female voice greeted him with, "You look sad, cutie. Mind if I cheer you up?"

"Who, me?" Peter asked, "I'm not sad . . ." He trailed off when he looked up and saw a lavender-haired girl wearing what amounted to a red leather jacket over a white tank top . . . and he couldn't see the rest because she was sitting down in front of a table. ". . . at all. Wait, who're you, anyway?"

"Silly boy," the lavender-haired girl answered, her strangely reddish eyes twinkling with amusement. "I'm Lilith. New transfer student. And I'm in your biology class."

"Oh . . ." Peter looked away sheepishly. "I guess I am silly . . . I usually do a better job of remembering who's in my class."

"It's ok," Lilith said. "I didn't introduce myself to you yet."

"So . . . why talk to me?" Peter asked.

"You looked sad," Lilith replied with a tone of utter sincerity, "It's my specialty, helping sad people. Especially if they're cute like you." The new girl flashed him a smile.

Peter blushed. "Thanks . . . I think."

"No problem, just help me with my biology class and we're even."

_That's how it starts, you know,_ Peter reflected, _cute girl gets dropped on your lap for a tutoring session, and the next thing you know, she's into you. Hell. Why was my life so much simpler when I wasn't Spider-Man?_ Out loud, "Why not?"

Lilith smiled. "Great. Your house or mine?"

"Mine," Peter said. _Rather not go to somebody's house when I don't know them and end up in trouble I can't get out of without revealing I'm Spider-Man._

The new girl nodded, conceding.

"Okay. Besides, big sis and I haven't quite settled in yet."

_She has an older sister?_ Peter thought. _Thank God I'm not Flash; he'd probably agree to go to her house just to scope her sister._ Out loud, "That's ok."

* * *

Unbeknownst to Peter (but maybe not Lilith), they were being watched. At one table were two of the watchers, namely Gwen Stacy, Peter's aforementioned longtime friend, and Mary Jane Watson, the aforementioned redhead. At another table, this one occupied by the cheerleading team and the football team, was the third watcher, Liz Allan.

All three watchers had mixed expressions on their faces, specifically concern for Peter and jealousy that yet another girl was putting the moves on him. Of course, if anyone asked MJ, she'd just say she was jealous on Gwen's behalf, as she was trying to get her and Peter together and this lavender-haired girl was interfering with that plan.

At the cheerleaders' table, Sally Avril scoffed. "I don't get what you see in that nerd, anyway," she sneered to Liz.

"He's a good guy, Sally," Liz replied. "He doesn't need to get mixed up with the likes of her."

"Hey, if you want the loser so bad, I'll just take the girl off his hands for you," Flash Thompson offered.

For a second, Liz contemplated taking up Flash on his offer. It would be a good idea; distract the new girl moving in on _her_ Petey, and then she could swoop in to save him from that _skank's_ unholy attentions.

Of course, the problem would be that she'd still have to see her on a regular basis, as Flash would be dating her . . . among other things. On the upside, she would have a chance to be with Peter. Two out three wasn't bad.

"She needs help with her biology," MJ murmured acidly, and laughed cynically. "Yeah, I'll bet."

Gwen slumped slightly in borderline despair.

"Peter . . . he's not going to really fall for that, is he?"

"He's a smart guy, but he's still a guy," MJ replied. "Then there's the matter of him not being quite . . . experienced in these things. Poor guy might just fall for anyone that says they're interested."

"Then we have to do something," Gwen said.

"Namely, tell him how you feel," MJ suggested.

"I already did," Gwen answered. "I kissed him. On Thanksgiving Day. And he just stood there. Stiff as a board."

MJ chuckled. "I guess you rocked his world."

"But he's barely talked to me since then," Gwen continued. "And I . . . I can barely look at him without remembering . . ."

"Did it feel good?" MJ asked.

Gwen blushed at the memory of her lips against Peter's. MJ just smiled softly at her. "I'll take that as a yes."

* * *

After school let out, Peter went to the Empire State University labs for his internship with Dr. Curt Connors. He was still not quite on good terms with Dr. Connors' wife Martha whom he knew still had a grudge against him for sneaking off to take pictures of Connors when he'd turned into that _thing_.

In truth, he'd been fighting that lizard monster as Spider-Man, and the photos had been a setup to earn some extra money to help out around the house since Uncle Ben's departure. Of course, he'd looked like a liar, and that had resulted in his dismissal.

Fortunately for him, Gwen and Dr. Connors had forgiven him. Except Eddie, who just happened to be the Connors' lab assistant at the time, hadn't. And Eddie . . . had bonded with the symbiote, the same symbiote that had nearly eaten his own soul . . . and become such a monster, so bent on Peter's death, that he would even target someone who had been the object of his affection at one point just to get at him.

Distracting him from his musings was Gwen, who cut in with a simple question: "Who is she?"

"Her name's Lilith," Peter replied without thinking. Then he realized Gwen was talking to him . . . and he whipped around as though his spider-sense had gone off.

"Peter?"

"Sorry, Gwen . . . I was kind of spaced out there for a minute. What is it?"

"This girl, Lilith . . . you're just tutoring her, right?"

"Yeah. Nothing to it, really. She just needs some help, and she thinks I'm the guy for the job."

Gwen nodded somewhat skeptically. "Dr. Warren would like us to check out something."

_Dr. Warren,_ Peter thought. Miles Warren was a geneticist who'd taken an interest in Curt Connors' research into genetic manipulation, particularly in porting animal traits into human DNA to compensate for physical deficiencies, like a lizard's DNA to regenerate a lost limb. Of course, that had been the experiment that resulted in Connors' scaly transmutation, forcing Connors to shelve it, something that greatly disappointed Warren.

Warren had come highly recommended by Norman Osborn, who had dumped some considerable funding into ESU's science department, although Peter got the feeling that Warren was not entirely to be trusted. Then again, anybody coming "highly recommended" by Osborn wasn't entirely to be trusted in Peter's eyes, considering what Osborn got up to in his free time: corporate backstabbing, criminal backstabbing, and just about anything else that involved somebody getting metaphorically knifed in the back.

* * *

When Gwen escorted Peter to Dr. Warren, the good doctor looked up at the two teens. "Hello there. I have something I'd like to show you."

"Sure, Dr. Warren, what is it?" Peter asked.

Dr. Warren led the two teens into what seemed like a small cave, in a dimly lit "room" in the laboratory. Immediately, Peter heard quiet squeaks, squeaks that sounded a lot like . . . The boy's suspicions were confirmed when Dr. Warren turned on a flashlight, revealing bats hanging on the ceiling. Peter gulped slightly, having an ingrained nervousness around bats from one too many old vampire movies as a child.

"Relax, Peter," Dr. Warren said. "They may be vampire bats, but that doesn't mean they want _your_ blood."

Peter chuckled somewhat nervously. "Well, that makes me feel better."

"So . . . you can take pictures of Spider-Man getting into fights with super-villains without a care, but some bats make you nervous?" Gwen remarked with a well-meaning laugh.

"Uh, yeah," Peter admitted. "Sorry."

"It's all right," Dr. Warren said. "I blame it on all those vampire movies, although I think they've gotten tamer since my day."

Peter snickered slightly. "Tamer. Yeah."

"Don't worry about a thing," Dr. Warren went on. "These bats are actually going to do humanity a service. By analyzing their blood, we may very well find cures to blood diseases like sickle-cell anemia and hemophilia."

"I thought Dr. Connors wasn't interested in that kind of stuff anymore," Peter remarked skeptically.

"Yes, but we're not talking about turning human beings into giant bat-creatures," Dr. Warren answered. "This is more about the alleviation of unnecessary human suffering."

". . . If you say so," Gwen murmured, as convinced as a conspiracy theorist at a UN conference.

"I still think we ought to be a little careful about this," Peter insisted.

"And we will," Dr. Warren answered. "You and Dr. Connors have nothing to worry about."

_Why does that really not reassure me at all?_ Peter's experiences in his short-lived career in the superhero business taught him one thing. Science was not merely a double-edged sword; it was an armed nuclear bomb.

* * *

Peter returned home rather disturbed, and the feeling was only going to intensify, as his own door was answered by Lilith, clad in a red leather jacket and skirt with a white tank top, white-and-periwinkle-striped leggings, and red shoes. "Hi, Peter. Ready for dinner?" She looked like the poster child for lonely men infatuated with animated women who suspiciously resembled little girls.

Somewhere in Peter's mind, his inner comedian scratched his head, mouthed a questioning obscenity, and did multiple double takes. "What . . . are you doing here?"

"You're supposed to help me with my biology homework," Lilith replied innocently. "Was waiting for you to come home, and your aunt was nice enough to let me wait here."

"She's quite a nice girl, Peter," Aunt May remarked. "I'm happy to see you making new friends."

Peter chuckled nervously. "Yeah."

While the three had dinner together, Aunt May began to speak. "You have a very pretty last name, Lilith. Where does it come from?"

"Scottish background," Lilith answered.

"Scottish?" Peter repeated. "And what is your last name, anyway?"

"Aensland," Lilith replied.

"Wow. Cool name," Peter remarked.

"Where did you transfer from?" Aunt May asked.

"Upstate," Lilith replied casually. "It wasn't so bad, but my sister felt like we needed a change in atmosphere. So we came here."

"You mentioned your sister before," Peter observed. "What's she like?"

"She likes to have fun," Lilith answered, "but when it's time to get serious . . . man, does she get serious."

_Reminds me of MJ,_ Peter thought. Out loud, "What's her name?"

"Morrigan," Lilith replied.

"What does she do?" Aunt May asked.

"She's a guidance counselor," Lilith replied.

Peter gulped slightly. "Guidance counselor . . . where?"

"Our school, silly," Lilith answered. "You just haven't been to see her yet because you're so well-adjusted."

Aunt May chuckled, while Peter sighed nervously. _Well-adjusted. Yeah. Right. I swing around New York in red-and-blue pajamas beating up purse snatchers and super-powered homicidal maniacs. Well-adjusted. Cute. _

After dinner was over, Lilith and Peter washed the dishes. "You know, you're really cute. And sweet. And your aunt's nice, too."

"Yeah, she's nice to everyone," Peter remarked. Somewhere in his mind, his inner comedian was cracking one hundred and eight love life-related jokes. His inner cynic promptly delivered a kick to his inner comedian's vulnerable parts and chucked him out the window.

_No one's ever outright said that I'm "cute and sweet." There can only be one plausible, purely rational explanation. She's an evil diabolical mastermind with a grudge against Spider-Man! Or, she could just be a stalker with a crush on nerds._

He turned his head slightly and eyed her body. . . .

_Well, that wouldn't be so bad. _

Then he remembered a movie he and Harry watched late one night as thirteen-year-olds, about a man who was imprisoned against his will and crippled and "taken care of" by a psychotic woman who also happened to be a "fan." That night, the two made a vow never to be writers.

_On second thought . . ._

"You still have to help me with my biology, though," Lilith cut off his train of thought – which was leading into parts unknown and wholly terrifying – and tapped his shoulder.

"What do you need help with?" Peter asked.

"Anatomy," Lilith replied.

_OH MY GOD I FREAKIN' KNEW IT!_

"I'm having trouble with the names of some of the muscles and glands and stuff like that in the human body, it's kinda hard to memorize."

Peter looked at Lilith out of the corner of his eye, made an inaudible gulp and said, "Yeah, I can help you with that."

"Sure, just . . . can we do it in your room?"

Peter blushed momentarily. A _girl_ wanted to be in his room? A _**girl?**_ _It's a sign,_ he figured, _she's bad news . . . I can take bad news._ As appealing as the thought sounded, though, of a member of the fairer sex in his room for his "help" . . . "Aunt May wouldn't like that. Is the living room good?"

"Why not?" Lilith responded.

* * *

Peter and Lilith moved on to the living room after finishing washing the dishes and pulled out their biology textbooks, opening to the chapter covering human anatomy. "So, what are you having trouble with?" Peter asked.

"I'm not sure how to pronounce the things that make up the spine," Lilith replied.

"Vertebra," Peter replied. "That's if you're referring to them in the singular. Plural is vertebrae. They interlock together to protect the spinal cord, which helps transmit the brain's signals to the muscles those signals are intended for. If the spinal cord got damaged . . . the brain's signals wouldn't get through to certain muscles, or they'd get kind of screwy in terms of how the muscles reacted to them."

"Sounds a lot simpler than how the teacher explained it," Lilith smiled.

Peter chuckled slightly. "Yeah." Then he saw what Lilith was looking at . . . and blushed.

"What do you call this?" she asked him.

"The gluteus," Peter replied. "The external muscle is called 'gluteus maximus.'"

"'Maximus'? Lilith echoed. "Heh. Morrigan definitely has a 'gluteus maximus.'" She sighed wistfully.

"So your sister's well-endowed," Peter remarked. "You have your own, um . . . charms."

Lilith smiled. "I know, silly. But thanks for saying it." She leaned over and kissed him on the cheek.

Peter blushed a deeper red. "You're welcome. Now . . . wait, what are you . . . ?"

Lilith giggled slightly. "Always so shy?"

"About this? No, no, not shy at all . . . I just have very healthy reservations."

"You see it in the mirror every time you undress to take a shower or change clothes," Lilith remarked. "I don't see what the big deal is." She looked closer at the picture on the page. "What are those globular things beneath it? Tes . . . ti . . ."

"Testicles," Peter filled in, now flushed. "The sac they're in keeps them protected from exposure, which could . . ."

"Decrease the sperm count," Lilith finished.

Peter blinked once, then twice, then thrice. "Did you really need my help?"

"Hmm, a little of yes and a little of no," Lilith answered.

_Oh boy. A stalker. Yay._

"You're really kinda sneaky, you know," Peter remarked.

Lilith giggled girlishly. "Yeah."

"Anything else you wanna go over?" Peter asked.

Lilith idly traced the hips and pelvic region of the female anatomy picture. "Why do men have narrower hips than women?"

"Different distribution of fat throughout the body depending on sex," Peter explained. "Female bodies tend to collect fat in the chest, hips, and thighs, although they haven't yet come up with an explanation as to why some women have . . ." Peter blushed.

"Bigger boobs?" Lilith filled in. "It's ok. You can talk about these things with me." She smiled coquettishly at Peter, but the light in her eyes as she smiled at him . . . was quite unsettling.

"It's getting late," Peter said, looking at the clock. "Should I walk you home?"

"You're sweet, but no thanks," Lilith answered. "I'll find my own way back."

"It's not exactly the safest place, outside at night . . ."

"I know kung fu," Lilith answered, mimicking the tone of the starring character in _The Matrix_ when he first had martial artistry uploaded into his brain.

Peter chuckled nervously. "Well, if you say so . . ."

"I do, indeed, Mr. Parker," Lilith chirped in her best imitation of a Victorian noblewoman. She kissed him on the cheek. "But thank you very much for caring."

_Okay, maybe I'm overreacting . . . super-villainess? Nah. Stalker? Definitely not of the Misery variety._

* * *

After Lilith had packed her things and left the house, Peter dashed up to his room and pulled out the familiar red-and-blue costume he wore as Spider-Man. Quickly changing into said costume and making sure the web-shooters were nice and filled up and the Spider-Signal had full batteries, Peter exited his room through the window and bounded across the rooftops of the houses in his neighborhood on his way into the city. As he did this, he shadowed Lilith, wanting to make sure she wasn't harmed on her way back to her home.

He spotted Lilith boarding a bus and gently attached himself to the roof, keeping a careful eye on her when he could avoid drawing attention to himself. Once the bus had made its stop, Lilith got off and hailed a cab some minutes later. Fortunately, the cab stopped for her and Lilith stepped inside, giving the driver directions to her home. Spider-Man continued to follow, swinging from the skyscrapers on his web-lines.

Of course, the universe was never that kind to Peter Parker . . . as evidenced by the flare of his spider-sense. "Who is it this time?" the web-slinger muttered. Swinging around to check it out, he found the Vulture flying ahead at a brutal pace, presumably toward Oscorp to do some manner of violence to Norman Osborn (who didn't want to?). Not that the putz didn't deserve it, but super-villains had a nasty habit of getting innocent people caught in the middle of their vendettas due to generally not giving a hoot about collateral damage so long as the target of their vengeance was taken down. Thus, it fell to Spider-Man to make sure anybody not directly involved went unhurt . . . and that meant detouring to kick the Vulture's ass.

_Well, damn . . . follow a cute girl to her house – and that certainly isn't stalker-y – or chase down a crazed birdman?_ Peter mused. _What a choice. What a choice._ Knowing full well what his oath to Uncle Ben demanded, Spider-Man swung after the Vulture, hoping to get the drop on him before anything too nasty happened, even to Norman Osborn.

* * *

Back in the cab, the driver attempted to make conversation. "So, the guy that was following you . . ."

"I don't think we have to worry about him right now," Lilith said with a soft smile on her face.

"Whatever you say, girl," the driver remarked. "We're almost there."

"Thanks," Lilith answered. "You're a sweetheart."

"Hey, it's my job," the driver commented.

* * *

Meanwhile, Spider-Man had thought to get the drop on the Vulture by tagging his wings and then jumping on him. Of course, the Vulture had seemed almost to predict that and just poured on further speed, throwing Spider-Man into a skyscraper façade on a turn. Spider-Man managed to recover and start running on the skyscraper façade as he pursued the Vulture. He lunged off the skyscraper and swung below the Vulture, intending to loop back up to surprise him. Unfortunately, the Vulture seemed to have anticipated that, too, and cut Spider-Man's web-lines.

Undeterred, Spider-Man fired webs between the skyscrapers and bounced off, twisting to kick the Vulture in the stomach. Once he got close enough to do that, though, he was startled when he saw that the Vulture was wearing a vaguely birdlike helmet and visor . . . and didn't look much like the Vulture he knew. That bit of surprise wasn't quite enough to stop his kick, but there wasn't as much force as there could have been.

"Who the hell are you?" Spider-Man asked. "You're not the Vulture!"

"Nah, but I worked under the guy," the Vulture-styled man replied. "Found the schematics for this baby. Gonna fly into the big time."

"Oh, so you're just ripping off the Vulture," Spider-Man sneered. "Can't even get a decent villain style of your own?"

The Vulture emulator flew at Spider-Man, intent on avenging the wall-crawler's casual insult. Spider-Man jumped to evade the imitation Vulture's flight and somersaulted for a flying kick to his chest, only for the false Vulture to dip in what had to be an attempt to slice off Spider-Man's leg with his wing. Spider-Man dodged by flipping over the imitation Vulture's head and straddling his back. He drew back his fist and punched him in the back of his helmeted head. To his surprise, the Vulture emulator just laughed.

"And just what's so funny?" Spider-Man asked. "You can't even make up your own villain identity; you have to bite someone else's!"

"I've learned from Toomes' mistake," the Vulture emulator answered. "He left his head exposed. I didn't. You're gonna have to try harder than that, web-freak." Just then, the Vulture emulator moved into high-velocity flight, intending to force Spider-Man off him through sheer wind resistance. Spider-Man merely held on for dear life, digging his fingers into the imitation Vulture's backpack. The imitation Vulture simply flew faster and more chaotically, trying to shake the web-slinger off. Spider-Man simply dug his fingers in even deeper, until he was sure he had a firm enough grip that the false Vulture couldn't shake him off without destroying his flight armor.

"Yeah?" Spider-Man taunted. "Did you learn from _this_ mistake?" He jumped off the imitation Vulture's back, taking the power shell with him.

"What the . . . ?" the imitation Vulture sputtered in shock as they descended at an alarmingly fast pace. Spider-Man shot a web and swung after the girlishly screaming faux super-villain. Once he was close enough, he let go of the web and plummeted after the Vulture emulator, catching him with another web and rolling with him to relative safety on the street below. "You . . . you bastard, let me go!"

"Sorry, can't do that," Spider-Man replied. "You're using stolen super-villain tech. That's a crime . . . somehow. Dunno what it is, but it's a crime." With the Vulture emulator bound, Spider-Man ripped off his protective helmet, revealing the face of a man considerably younger than the Vulture he knew. "And just who are you, anyways?"

"Like I'm telling you that, punk!" the pseudo-Vulture snapped.

"Yeah, that's what they all say," Spider-Man remarked. "Off you go, man."

After turning the avian knockoff in to the police, Spider-Man swung off to continue his usual patrol, hoping for something more mundane than super-villain rip-offs as imaginative as a stack of cardboard boxes. What next? Doc Ock fanboys? More magicians following the fishbowl trend? Electro girls?

Somewhere inside his mind, Spidey's inner comedian made a hundred "hot babe" quips in an effort to alleviate his mind from the sudden discomforting image of manly butch Rhino women.

He also hoped that he would see Lilith in school tomorrow, and get to the bottom of just why she'd come to him in the first place – _It's definitely not because I'm "cute."_

Then he remembered that he still had to talk to Gwen and get things settled between them, about the kiss and everything. It wasn't fair to her to avoid her, and he didn't even know how he felt about Liz or MJ in the first place.

_Girls are as complex as quantum physics. Scratch that, more so. At least quantum physics tries to make sense out of itself._

* * *

Meanwhile, Lilith had entered her house, a relatively modest manor situated at the outskirts of the Queens borough. She looked up at the spiral staircase that led to the second-floor balcony and called out, "I'm home, sis!"

"And so glad you are," a sultry feminine voice answered, as a woman descended to the balcony in a dramatically convenient flurry of bats. Those bats melded – a little bit too enthusiastically – with the woman's curvaceous figure, becoming a black leather turtleneck that exposed the skin beneath her navel and strained against her generous bosom, red leather pants that tightly gripped her hips and thighs, and high-heeled white boots. The woman was incredibly, almost inhumanly beautiful, with long turquoise hair running down to her back and glinting teal eyes set in a sensual face. "Find anyone interesting?"

"Yes," Lilith replied with an impish smile. "Spider-Man."

"Ah," the woman acknowledged. "Spider-Man. The mysterious rogue this city seems so enamored yet hateful of. Where, pray tell, did you meet him?"

"At school," Lilith answered. "He's a student there."

"A student?" the woman repeated the word with the grace of a Victorian baroness, the sort who spends her free time looking down on anyone who was not born as obscenely rich as her. "So he is. And probably an innocent, righteous boy at that. Those are always fun, particularly when you break them in just right . . ."

Lilith smiled.

"Is that what we're going to do with him?"

The woman jumped over the balcony rail, landing gracefully before Lilith as though she practiced the precise movements for the past several hours. "Yes. And you do need your first taste, so I'll let you have the first go."

Lilith smiled. "You're great, Morrigan."

"I know," Morrigan answered.

* * *

End Notes: There you have it. If you've played Darkstalkers or read up on the game series, you probably already know who and what Morrigan and Lilith are. As for what they have in mind for young Peter Parker, and whether or not that'll put them at cross-purposes with the other young ladies in his life, you'll just have to wait and see. I should mention, though, for those of you who are confused about some of what's going on, the events I'm referencing come from Season 2 of the series, which is already airing in Canada, although Peter and Liz aren't dating as of yet. But there will be more on the way, including appearances from other Darkstalkers and characters from the supernatural corners of the Marvel Universe, albeit retooled for Spec. Spidey. See you soon.


	2. In The Alluring Devil's Web

"Advent of Midnight"

Chapter 2: "In The Alluring Devil's Web"

Disclaimer: Spider-Man and all associated and related characters and properties belong to Marvel Comics and Marvel Studios. Darkstalkers and all associated and related characters and properties belong to Capcom. I am merely a humble writer of fanfiction and make no money whatsoever from this story.

Author's note: You've seen Lilith and Morrigan, and they have big plans for Peter. Of course, they're not the only ones with an interest in young Peter, and some are less benevolent than others. Then there's the matter of Dr. Warren's research with vampire bats . . . and anybody who's read the original Spider-Man comics or seen the 90s Spidey animated series knows what's coming with that. And what role will the other Darkstalkers play in this story? If you want to know, read on.

* * *

Peter Parker woke up the next morning sore. The fight with the Vulture's lovechild had taken a surprising toll on him, and it hadn't helped matters much that it'd diverted him from seeing to Lilith – which, he reassured himself, was not stalker behavior. Hopefully, she'd be in school today, and she'd be fine, at that. He yawned and stretched, and then climbed out of bed to brush his teeth, shower, and dress. For some reason, he was feeling black that day, and so he threw on a black pullover atop his long-sleeved beige shirt.

He went downstairs and kissed his Aunt May on the cheek. "And a special good morning to the loveliest woman on Earth."

"Why, thank you, but won't that Lilith girl be jealous?" Aunt May asked playfully.

"Uh, no, seeing as we're not like that," Peter replied. He chuckled nervously just before chomping eagerly on his toast.

Aunt May smiled. "Well, I hope you two will at least be good friends. You do need more of those, dear."

"Uh, yeah," Peter answered. "More friends. Nice. I hear you." He drank a cup of orange juice and kissed Aunt May on the cheek again. "Going to school now. See you, Aunt May!"

"Have fun at school," Aunt May called out to Peter.

* * *

School was certainly awkward, as the first thing that happened to Peter when he entered was Lilith leaning on his locker almost flirtatiously. Immediately, Peter's eyes widened in sheer shock. "What the . . . Lilith! How do you know where my locker is?"

"I watch you," Lilith replied. "You're cute."

"You are aware how disturbing that sounds, right?" Peter asked, walking over to Lilith with the same cautiousness a bomb squad would treat a nuclear warhead on the countdown to zero and there were only five seconds left.

Lilith just smiled cutely at Peter, who had to resist the urge to bang his head against the locker door. What kind of weird spell was she trying to cast on him? Was she some kind of witch, like in _Charmed?_ He'd seen enough of that show – Gwen forced him to watch a marathon one night with one use of _The Look_ – to know that there were spells that could ensnare a man, although he was half-certain much of the series cosmology was totally inaccurate to actual Wicca – and more certain the female gender didn't need spells to ensnare a man. Then again, what did he know about magic? He was half-certain that Doctor Strange fellow he'd been hearing about was just a really talented con artist.

Of course, Lilith and Peter had their own small audience . . . consisting of Gwen, Liz, and Mary Jane. Just then, walking up behind them was a certain redheaded boy, who just asked, "Hey, who's the cute girl with Peter?"

"Some skank named Lilith," was Mary Jane's immediate answer. Then she realized that she didn't exactly know the person's voice and turned around.

"Harry!" Gwen exclaimed in surprised joy.

Gwen's shout had snapped Peter out of his daze, and he practically leaped over, his faith in divine intervention restored. "Harry! How . . . how are you?"

"Doing better than I was," Harry replied. "Kicked the Green, now I'm clean. Heh, heh. And ready for school, too."

"So . . . you're Peter's friend?" Lilith popped her head on Peter's shoulder, smiling her Cheshire smile.

"Yeah," Harry replied. "Harry Osborn, at your service."

"Lilith Aensland, at _your_ service," Lilith responded flirtatiously. The other girls rolled their eyes.

Harry whistled. "Wow. Peter didn't tell me about you."

"I didn't even meet her until yesterday," Peter admitted somewhat sheepishly.

"Well, that's no problem," Harry said. "I'm sure we'll all be having fun getting reacquainted. So . . . anything interesting happen to you guys while I was away?"

There was a brief pause for a minute; Gwen wondered if she should mention that little "incident" last Thanksgiving, when she was kidnapped by some kind of homicidal fanboy of Spider-Man on _steroids_. Would he have believed it? Peter wouldn't doubt it, but after what Harry must have been through, rehab and therapy included, he hoped she'd keep it to herself. Harry didn't need the stress. One knowing side glance from Gwen assured she seconded the notion.

Liz shrugged and figured this could be considered as something new, "I . . . broke up with Flash."

"Um, nothing really happened to me," Peter said.

Gwen was quick to add, "Yeah, me neither."

Harry laughed affably and nudged Peter, "Well, I notice your luck with girls has improved." Harry wiggled his eyebrows suggestively.

_Save for the platinum nymphomaniac and the coy fun-loving redhead,_ Peter thought.

Liz simply blushed and Gwen crossed her arms, a short laugh escaping. _Typical guy-behavior,_ she mused, _some things never change, what a relief. _

The bell rang. "You know, if we keep this up, we're going to be late for homeroom." Peter laughed and shook his best friend's hand firmly. "It's great to see you, buddy."

"Oh, man, right back at you. Say, Lil, will I be seeing you around?" He immediately turned his attention to the new girl, who simply flashed an MJ-esque smirk.

"I'm not going anywhere."

Liz and Gwen shared, more or less, the same thought. MJ couldn't help but get the irritating feeling in the back of her head that this girl was making a bad name for party girls everywhere in the world of high school. She knew this type – well, not exactly, obviously. They had the bodies, they had the charm. They sank their teeth into nice guys like Peter and this Harry guy all the time, and then left them hung and dry, humiliated and alone. Nice guys didn't deserve that kind of treatment; Peter especially was the epitome of "Mr. Nice Guy." Mary Jane's scowl could have made her a good female counterpart to a certain Clint Eastwood. _If this bitch crosses the line . . ._

* * *

Homeroom proceeded uninterestingly, except for an attractive purple-haired Vietnamese girl scribbling intently in her notebook that Flash noticed. He leaned over to Rand and whispered, "Hey, who's the girl?"

Rand cocked his head to the right, lazily relaxing, "That's Sha Shan. "She's new here."

"She's cute," Flash didn't quite take his eyes off her for a few minutes. He was memorizing every feature, every inch of her, categorizing her under the "Girl of the Week" file in the unorganized office that ought to be his mind.

* * *

First-period gym was on that day, and the rope-climbing exercise was first. Before the spider bite, Peter would perform miserably on the rope. He couldn't get a foot high without breaking a sweat storm. Now, he had to restrain himself from showing off and perform the greatest – and most impossible – acrobatics in the world, earn a dozen Olympic gold medals and an invitation to join the _Cirque du Soleil_. Instead of that, he pretended to be a somewhat out-of-shape everyday teenager and climbed the rope almost to the top and then climbed back down, jumping off at the last foot. After the rope-climbing exercise, there were stretching exercises, which some of the boys found "fun" just for the sake of watching the girls. Why else?

Once the stretching exercises were over with, the class moved on to the main course, namely dodgeball. Flash, Rand, and Kenny wielded their balls – their dodgeballs, of course, and _nothing else_ – with no mercy whatsoever, hard throws propelling those spheres into the midsections of any insufficiently agile player on the opposing side. Sha Shan was able to dodge several of Flash's throws, though, and even caught the last one, forcing Flash out for the duration of the current round.

Rand snickered.

"Man, she totally owned you,"

"Kiss my ass," Flash grumbled.

Aiming to avenge his fallen teammate, Kenny threw his ball as hard as he could at Sha Shan, intending to knock her out of the game. Unfortunately for him, Sha Shan caught that ball as well, although the force of the throw nearly bowled her over. Kenny grumbled angrily under his breath as he marched into the "jail" set up for players who had been knocked out of the game.

Liz held her ball up to her face, looking out over it to focus on Lilith. _Not gonna get my Petey._ Almost like a bowling strike, Liz threw the ball at Lilith with surprising force . . . only for Lilith to swerve out of the way of the ball. _Ooh, that sneaky little –_

"It's not nice to call names," Lilith whispered . . . just loudly enough for Liz to hear, right before a ball slammed into her stomach.

Had Peter been feeling theatrical enough – and he often did, whenever in the red and blue tights – he would have shouted something insane like, "I will avenge you!" and flung balls like mad at Lilith. Instead, having maintained some marginal sanity, Peter just calmly picked up a ball and threw it at Lilith, who merely sidestepped the ball. She then picked up a ball of her own and threw it right at Peter's head, prompting Peter to duck before it could strike him in the face.

Eventually, the game ended up as such that Peter and Lilith were the only ones remaining on the field, standing on opposite sides. Like some half-mad reenactment of a John Woo film_,_ they charged each other while each held a ball and once they were close enough, they launched their balls at each other. Peter was struck in the shoulder by Lilith's ball, while Lilith was struck in the stomach by Peter's ball. Both fell back as though they'd just each been shot . . . and they might as well have been, considering the force with which they'd thrown their balls at each other.

_Oh my God, my shoulder's dislocated –! Oh, wait, never mind, I'm fine, just in pain. Get over it, Parker._

Peter staggered back onto his feet, rubbing his sore and definitely not dislocated shoulder. He eyed Lilith with suspicion; she didn't look like the athletic type at all, a cheerleader maybe, but not exactly an athlete – no offense intended toward his one friend-who-might-want-to-be-more-than-a-friend who was a cheerleader.

"So . . . nobody wins?" Flash asked. "Lame!"

"Yeah, and Parker totally outlasted us," Kenny grumbled.

"Little man's got moves," Rand remarked.

"It's that girl," Flash grumbled. "She took out everyone but him because she wants him for herself. That's all."

"C'mon, man, he's not that bad."

"You're not thinking he ought to join the football team, are you?" Flash asked. "That'd be totally lame, if a scrawny little wuss like that were to be on our team."

"Scrawny little wuss still outlasted you."

Meanwhile, on the field, Lilith had sidled up to Peter. "I didn't hurt you too bad, did I?"

"Uh, no, nothing I haven't taken before," Peter replied nonchalantly, laughing forcefully. "Getting stuffed in lockers hurts worse."

Lilith giggled coquettishly. "Well, that's not happening anymore, is it?"

Common sense flooded his mind with sagely wisdom, _You know, the more she's trying to get to know me, the less cute she's getting. She might as well say, "I wanna jump your bones, Peter, I've got geeky turn-on's." _

Of course, Peter had to consider, was that necessarily a bad thing? He weighed his options. He already had Liz, MJ _might _be into him – or into any hot-blooded male who came across her range of vision – and depending whether she felt like a good kitty on certain nights, Black Cat. _Liz is nice, MJ's cool but maybe in the long run not my type, Black Cat . . . wow, just, wow . . ._

He snapped back into focus. Lilith was tapping her foot expectantly. Wow, he thought, must have been out of it. But in conclusion, a semi-girlfriend, a friend on the wild side, and a femme fatale were better options than insanity cosplaying as eye-candy.

"Mostly." Unbeknownst to Peter, Liz was gritting her teeth behind her closed lips, holding back her jealousy through sheer willpower.

* * *

Chemistry was always one of Peter's favorites. He couldn't understand why everyone was bored with it. Every sociopathic pyromaniac in the world must have muttered the words, "You get to know how to blow stuff up," or something similar with a sense of gleefully childish awe and wonder when they first stepped into high school chemistry. Peter wasn't one of those – he much preferred using chemistry to build a sticky fluid compensation contraption – but he figured the sheer notion of exploding chemicals would attract any action movie-oriented high school kid.

Today's class had a new addition: Lilith.

In fact, she'd been assigned as Peter's lab partner, something he was not sure how to react to (other than dawning paranoia). Gwen had the luck – good or bad – to be assigned as Harry's lab partner, something she also was not sure how to react to. She did have a more defined reaction to Peter and Lilith being each other's lab partners, and that was irritation. Damn witch digging her claws into Peter, luring him with her feminine wiles; it was like something out of a soap opera. Gwen blinked. Did she just employ profanity in her everyday train of thought? How unlike her. She was supposed to be the smart one.

"Do you know how to make fireworks?" Lilith asked.

"Uh, yeah," Peter replied. "But . . ."

"No buts, Peter," Lilith whispered. "Unless you're talking about mine."

Peter had to chuckle, he had to. _Subtle as a flying mallet. First thing to do when class is over; politely __**ditch**__ her._

She mixed a few certain chemicals and bright red, white, black, and blue fireworks lit up the lab.

"It's not the Fourth of July, you crazy skank-wad!" Sally shouted.

"Lighten up, Sally," Liz said, although she did agree with Sally's appellation for Lilith. "It's actually really pretty."

_Those colors . . . why do they remind me of . . ._ Peter kicked into panic mode. Red and blue for the main colors of his Spider-Man costume, black for the web patterns on the red parts of the costume, and white for the lenses of his mask. Or, another interpretation, black and white for the colors of his costume when he'd been wearing the symbiote _._ . . _Does she? How does . . . oh yeah, stalker. A freakin' nymphomaniac stalker. It'd be hot if it wasn't so scary._

"You like Spider-Man, too?" Flash asked.

"Yeah," Lilith replied. "I do wish he'd stuck with that black-and-white number, though; it looked good on him."

_Even better. A nympho stalker who knows my identity, who also has a black spandex fetish. Oh, how I love my life, it just introduces me to the most colorful of people, like Gobby or Ock. Fantastic._

"Spider-Man's perfect as he is!" The jock whined devotedly. "He doesn't need to look like some emo!"

Peter scowled indignantly. _Sure, the costume was an evil symbiote that wanted to take over my life and destroy my very humanity, but it __**did! Not! **__**Make! Me! Look! Emo!**_

"So says the guy who wears his letterman jacket all the time," Lilith retorted. "Bet you wouldn't know wardrobe variety if it bent you over and paddled your ass."

"Hey!"

"I . . . that's not right," Rand said, while shaking his head rapidly as though to clear it of any disturbing mental images that had popped into his brain.

"You are a disturbed little bitch, you know that?" Sally screeched at Lilith.

The chemistry teacher rubbed his temples. No amount of aspirin could stack up to the unholy fusion of the screeching vocal cords of Sally Avril and every inch of estrogen in her body.

"Oh, will you _shut up?_" Lilith hissed. "Nobody asked your opinion."

"Hey . . ." Rand started to say.

"Are you some kind of masochist?" Lilith asked. "Because you'd have to be, to be able to sit near her without wanting to stab your eardrums with something long and pointy."

"Why, you –!" Sally snapped.

Lilith's tone dropped by several decibels, lending a frightening quality to her next words: "If you don't shut up in the next five seconds, I'm going to cut that tongue of yours out and make you swallow it."

"Whoa, whoa, whoa!" Peter cut in between the two, dumb enough to play the role of mediator in a potential cat fight. "Can everybody please settle down? Lilith, tongue-ripping isn't a nice thing to do to people who annoy you, it's frowned upon in society. Flash, you're the greatest Spider-Man fan there is and don't let anybody change your mind. Sally . . . er . . . Rand! You're a good guy, and your dad talks about you all the time. And final word to all of you . . . you're acting nuts. Seriously."

Slowly, but surely, he could have sworn he heard Harry clapping, and slowly being joined by others in that clapping.

"I . . . uh . . . it was nothing," Peter said sheepishly. The applause was only the most cliché heartwarming moment in any sports movie. Too bad it wasn't a sports movie, and his speech would have made professional motivational speakers point, laugh and blow raspberries.

"So modest," Lilith purred. "I knew there was a reason I liked you." She snaked an arm around his shoulders. Just as Liz was about to prove why women's defense classes weren't a waste of good money, Peter sighed, gently gripped the new girl's wrist, looked at her in the eye and calmly spoke.

"Lilith, you're," he paused, "nice" wasn't quite the word he was looking for, "Lilith, you're alright, but, you keep throwing yourself at me, again and again, I barely know you, you act like we've been going steady for years when we only met yesterday. If you clean up your candygirl stripper act, maybe we can be friends. Until then, please, stay away from me or my friends. I've got limits."

Lilith smiled cheerfully. "You're cute when you're flustered, but I won't force myself on you." Peter got the disturbing feeling there was a "yet" hidden in there, but he was going to do the sane thing and not aggravate a potential boiler of bunnies.

Sally, having apparently not learned her lesson, chose that opportunity to speak. "Ha! You got NERD-OWNED! By the King of the Geeks! Pathetic! Admit it!"

Liz repressed the urge to punch Sally. Sure, Sally was a friend and a fellow cheerleader, but that was _Peter_ she was talking trash about, and Peter was sweet, and kind, and smart, and at times funny, not to mention cute . . . Well, he certainly deserved better than that purple-haired witch!

Gwen sighed. She might not have liked Lilith that much; hell, she didn't like her at all, given that Lilith was after Peter, but Sally was just being mean for whatever lack of an actual Freudian excuse she had, and frankly, there was only so much an otherwise sane, intelligent, humble, and compassionate human being could endure.

"Sally," she requested, "could you please be quiet? I can't concentrate."

Ladies and gentlemen, there it was – the lone flower that silenced the banshee. Sally gaped at Gwen, not quite sure what to make of her quiet but firm statement. Nearby, Harry was snickering into his hand.

"Wow."

* * *

Lunchtime went on as it normally did. Not even the presence of Lilith could change that, they were going to hang out with their friends and eat, just like always.

The odd thing was that much of the student body was under the impression that Gwen had basically "Hulked out" on Sally. That wasn't the case at all, but it was like a twisted game of telephone, where the retelling got more and more distorted with each person it was passed down to.

Gwen decided she wasn't going to bother with it and just go on with her day. She was on her way to see Peter, but spotting Lilith next to him rather killed her desire to sit near Peter. Of course, Harry gently nudged Gwen and whispered, "Hey, go for it. I'll be right there with you."

With Harry behind her, Gwen sat down with Peter and Lilith, and then they were joined by Mary Jane and Liz. "I heard the news," MJ commented. "You told Sally to shut up." She grinned. "Glad somebody finally said what a lot of us were thinking."

"It . . . it was nothing," Gwen murmured, blushing.

"You stood up for your man," Lilith piped up. "Nothing wrong with that."

"He's . . ." Gwen started to say.

"I'm . . ." Peter started to say.

"You two would make such a cute couple," Lilith remarked. She looked at Harry, Liz, and MJ. "Don't you think?"

"Yeah," MJ agreed.

"Mm-hmm," Harry chimed in.

Liz looked down at her lunch, not wanting to say what she really thought and not wanting to surrender her feelings for Peter. Harry whistled lowly. "Wow, Peter. You really are a heartbreaker."

"I don't mean to be!" Peter squeaked. "I-I don't even know how –"

"Chill, man," Harry said. "I'm not trying to shake you up. Just saying."

Lilith giggled. "You look interesting. And you're friends with Peter. That makes you more interesting. Wanna talk about yourself?"

"Uh, not really," Harry demurred. "I've got nothing worth talking about."

"Aw, come on, Harry." Liz nudged him gently. "You've got plenty worth talking about. What about your dad? Or when you were on the football team?"

Harry cringed slightly. "I . . . I don't like talking about that."

"The football team? Or your dad?" Lilith asked.

"My dad," Harry replied.

"He doesn't have to talk about him if he doesn't want to, Lilith," Gwen interjected. "He just got back, last thing he needs is to be grilled on his life."

Lilith smiled. "You're kinda defensive. Something you wanna tell us, Gwen?"

Gwen shot a heated glare at Lilith, who stared into that glare with an unnerving smile on her face. Peter, Harry, Liz, and MJ all looked from one girl to the other, unsure of how exactly to react. One thing they all knew, though, was that things were going to get ugly unless something was done, and done fast. What that something was, none of them had a clue.

"How've you been, Harry?" Peter finally spoke up.

"Better than I was when I left," Harry replied. "Your letters helped." He turned to Gwen with a gentle smile. "So did yours."

"How'd you like the video comp we sent you?" Mary Jane asked.

"I liked it a lot," Harry replied, smiling at MJ.

Just then, a shadow darkened their table, prompting the group to turn and see Sally, who had _still_ not learned anything. "You. Geek bitch." She then turned to Lilith. "You. Skank bitch."

Harry stood up angrily. "Sally, do you mind? We're trying to eat."

"Oh, I do mind!" Sally exclaimed. "I mind that these little bitches are talking trash to me! And you know who I blame?"

"Yourself?" Lilith quipped.

"No. You." Sally had turned to Peter, directly addressing him. "If it wasn't for you bringing your other skank here, things would still be normal around here!"

"Whoa, whoa, whoa," Peter said. "I _know_ you're not talking about MJ. You're _not_ talking about MJ, are you?"

Sally just glared at Peter. "And if I am?"

Sometimes, Peter wished he still had the black suit. With the black suit, he wouldn't have had the moral inhibitions that prevented him from socking Sally as hard as he could manage without killing her or betraying superhuman strength. Then again, without those same inhibitions, he probably wouldn't have cared how much damage he did to Sally. Before he knew it, though, the decision had been taken out of his hands, as Sally had been slapped quite fiercely by Gwen, much to Sally's displeasure.

"You . . . you hit me!" Sally shrieked. "Rand!"

Rand shrugged. "I don't beat up girls. That's my rule."

"I don't care about your rules!" Sally yelled. "She hurt me!"

"I didn't hit you that hard," Gwen whispered darkly.

"You touch Gwen," Harry snarled, "and I'll make you regret it."

Just before a brawl could break out – and Peter was starting to get worried Harry was still on the Green – a teacher strode over to the group. "What is going on here?" he asked.

"She hit me!" Sally yelled.

"Who hit you?" the teacher asked, looking at Lilith and MJ warily.

"Gwendolyn Stacy!" Sally declared.

The teacher briefly flinched as though struck. "Is this true, Gwen?"

"She insulted my friends," Gwen answered tersely.

"Well, I suppose you will have to see the principal . . . and your father will have to be notified as well," the teacher said.

"Aw, man . . ." Harry groaned.

"And in the meantime, Miss Avril, I suggest you try to keep that sharp tongue of yours still," the teacher added.

"And the other geek threatened my boyfriend!" Sally added, apparently still not getting it.

The teacher looked from Peter to Harry and back to Sally. "Which of you . . . ?"

"It was me," Harry admitted. "Sally wanted Rand to beat up Gwen for hitting her. Wasn't going to let him do that."

"And I wasn't going to, anyway," Rand added. "Got standards about that kind of thing."

"Well, I suppose that means you'll have to see the principal, too, Mr. Osborn," the teacher said. "And I might have to notify your parents as well."

Harry looked glum, while Peter gently put a hand on his shoulder. "Hey. Not the end of the world, man."

"I will let you finish your lunches first, but after that, it's straight to the principal's office," the teacher offered.

"Thanks," Gwen answered.

* * *

After lunch was finished, Gwen and Harry went to the principal's office, with Peter, Liz, MJ, and Lilith waiting outside despite the fact that they had classes of their own. Lilith could hear every word spoken by the principal, as well as Gwen's and Harry's uneasy assents.

The principal was surprisingly understanding, considering that Gwen and Harry were "good kids" who were probably just "overstressed," especially since Harry was probably still recovering from whatever illness had forced his father to take him abroad for proper medical care. He ushered them out with a polite but firm warning against "future infractions."

"Hey, aren't you supposed to be in class?" Gwen asked the group.

"We had to make sure you were all right," MJ replied. "So . . . did he chew you out?"

"Not really," Gwen admitted. "He was mostly disappointed."

"That's not what I'm worried about," Harry said. "I'm worried about what my dad's going to say."

"Yeah, mine, too," Gwen agreed.

"Your dad's nice, at least," Harry muttered.

"My dad's a police captain," Gwen added warily.

"Uh, yeah," Peter agreed.

"Well, we'd better get to class before our teachers throw fits looking for us," Liz piped up.

"Yeah . . ." MJ agreed.

* * *

That day, Harry and Peter went to Harry's house, with Lilith and Gwen tagging along. Of course, when Norman Osborn came back, the temperature seemed to drop multiple tens of degrees. "Hello, Peter," he greeted as close to warmly as he could manage. "How are the Connors and Warren treating you?"

"Uh, not that bad, really," Peter replied.

"Harry," Norman greeted with surprising near-warmth in his voice. "I heard about the incident at school today. I'd like to talk to you in private about that."

"Sure," Harry conceded. "Excuse me, guys."

When Norman escorted Harry to a distant corner of the mansion, Lilith decided to spy a little by "riding along" in Harry's mind. She heard Norman telling Harry, "I'm impressed. Rand Robertson is bigger, stronger, and possibly faster than you, and yet you stood up to him."

"He . . . wasn't really . . ." Harry murmured.

"Don't apologize," Norman cut in. "You were ready to defend something important to you, something too important for you to just surrender, regardless of the odds against you. That's what good Osborn men do, and I believe you're on your way to being one. That's good. Very good."

"Thanks, Dad," Harry whispered.

Norman merely nodded tersely at Harry, and Lilith withdrew from her "passenger's seat" in Harry's mind. "Is it just me, or does Harry's dad give you the creeps?" she asked Peter and Gwen.

"Kinda . . ." Gwen admitted.

_You're one to talk about people giving you the creeps,_ Peter thought. Aloud, "Yeah. But he's kind of my mentor now, for whatever weird reason he has."

"That's interesting," Lilith remarked. "Why's that?"

"I don't know, really," Peter answered. "He's never been the most emotionally transparent guy around." He chuckled nervously.

"Hmm," Lilith murmured. _Why would a man such as Norman Osborn be interested in Peter Parker – unless his interest isn't so aboveboard?_ Lilith paused to let the idea form more fully in her mind before continuing her train of thought. _Osborn Senior, Peter Parker, I think it's time I checked you both out a little more closely._

* * *

End Notes: It may seem like not a lot happened here, but trust me; this stuff is going to be important. Norman Osborn is mentoring Peter, helped him get reinstated at ESU as a lab intern, and appointed Dr. Miles Warren to assist the Connors. Warren, as the comics have shown us, is a shady bastard with some shady ideas as to what to do with the human genome. Osborn, as nearly all incarnations of Spider-Man have shown us, is an equally shady bastard with equally shady ideas as to what will help him turn a profit. And considering Warren's and Osborn's forays into manipulation of human biochemistry in the duration of Spec. Spidey so far, I am sure you can grasp what's going to happen here, particularly with Warren's vampire bats in the opening chapter.

Also, aside from that, Peter's relationships are going to get very, very complicated. Let's look at what's going on so far; he likes Gwen, Liz, and MJ, Gwen and Liz both like him, MJ's trying to act like she doesn't like him in that way but is warming up to him, the Black Cat likes Spider-Man, Peter as Spider-Man likes the Black Cat, and Lilith likes Peter and secretly knows he's Spider-Man. Then there's Morrigan and her own plans for Peter, although when she'll make her move is something best kept a mystery for now. And what about those other Darkstalkers I keep talking about? Well, they'll show up, too. Tune in next time, and thanks for sticking around this long so far.


	3. The Immortal Savior of Vampire

"Advent of Midnight"

Chapter 3: "The Immortal Savior of Vampire"

Disclaimer: Spider-Man and all associated characters and properties belong to Marvel Comics and Marvel Studios. Darkstalkers and all associated characters and properties belong to Capcom. I am neither Marvel nor Capcom (but I do dig their crossover games), and I derive no profit from this story other than the satisfaction of reviews.

Author's note: Well, I've done enough buildup and I suppose now is the time to get serious before you all get bored or fed up with me. The title should be a good enough indicator of just what I have in store for this chapter, as well as a lovely homage to Darkstalkers 3's Japanese title. Of course, Spider-Man's and Peter Parker's life will just get even more complicated and cause even more anguish. Enjoy.

* * *

"I'm glad you agreed to come, Michael," Dr. Warren greeted amiably inside the ESU lab.

"So am I," Michael Morbius answered in a noticeable but not too heavy Eastern European accent. The young man fit the classic "tall, dark, and handsome" archetype, with emphasis on "dark" due to his choice of attire, which was a red-collared black coat over a teal button-down shirt and dark blue jeans with thick-soled black boots. His hair was black and somewhat unkempt, as though he'd just gotten up and been in a hurry to leave, while his eyes were like pits of blue fire staring out of a sharp-featured but pleasant face.

"I'm glad you understand just what this research means," Dr. Warren continued.

"I do," Michael said. "Are you sure this is safe, though?"

Dr. Warren smiled tolerantly. "Safe is often the enemy of progress. Progress is never safe, but it is preferable to stagnation, to the status quo. You only need to ask yourself this, Michael: 'Do I want to certainly die slowly and inexorably, or will I refuse to knuckle under to Death and take this chance to live?'"

Michael smiled back. "You are right, Doctor."

"Good man," Warren said. "Now just take off your jacket and shirt and sit down on that medical cot."

Michael did as he was told, revealing a lean physique that had gone lanky from deterioration. While taking his position on the medical cot, Dr. Warren prepared a serum made from the blood of the vampire bats he kept as guinea pigs. He electrified the serum to fully catalyze it, and then walked over to Michael with the serum in the syringe. He tapped Michael's vein and then injected him with the serum. Once the serum was within his biochemistry, several things happened.

First, Michael went into spasms, clutching the cot for something to hold onto. Second, his muscles began to define themselves, first developing a healthier tone and then going further . . . developing the muscle tone seen largely on Olympic-level sprinters. Third, his skin began to lose its pigment rapidly, eventually becoming as white as clouds on a sunny day.

Fourth, his nails developed an unnatural gloss . . . and sharpness. Fifth, as shown by his grimacing face, his upper canine teeth had sharpened and lengthened considerably and his eyes were shifting between blue, gold, and red. Sixth, and somewhat less notable than the rest, his ears had taken on a pointy, almost elfin shape.

Michael finally fell off the cot, writhing in agony on the floor before finally stilling. "Michael?" Dr. Warren asked. "Michael? You're not dead, are you?"

"No, Doctor . . . I am not 'dead,'" Michael hissed in a cold, rasping voice. He slowly rose to his feet and turned to Dr. Warren, his eyes having settled on silver with flecks of gold. "Or maybe I am . . ."

"That's natural," Dr. Warren replied. "Such transformations can have a jarring effect on perception of reality. How do you feel?"

"I feel . . . hungry," Michael whispered. "And at the same time, I feel stronger. Much stronger. It is like the disease that was eating away at me has ceased to exist."

"I'd like to take a sample of your blood, just to see how much of my hypothesis has proven accurate," Warren said.

Michael allowed Warren to take a sample of his blood, and then hovered around Warren while the "good doctor" examined the sample through a microscope. "What do you see, Doctor?" he asked.

"I see . . . your blood cells are incredibly strong and incredibly weak at the same time," Warren answered. "Incredibly strong in that your white blood cells have completely immunized you to any disease. Incredibly weak in that they are in a constant state of gradual decay. You'd need regular infusions of blood to maintain your health."

"How regular?" Michael asked.

"I would say, at most . . . twice or three times a week," Warren replied. "Every two or three days."

Michael contemplated this for a moment. "So have I exchanged one disease for another?"

"You might want to look on the positive side of this," Warren offered. "As long as you maintain regular infusions of blood, you'll be perfectly healthy."

"And what do I do in the meantime?" Michael asked.

Dr. Warren smiled. "Live as any young college student would do. Go to class, take notes, study, get drunk off your rocker at parties, and hopefully romance an attractive lady your age."

"I will take that under advisement . . . and I do three out of the five, anyway," Michael answered wryly, donning his shirt and jacket once more and starting to walk out of the lab. "Thank you very much, Dr. Warren." He paused. "How do you expect me to get the blood?"

"Tell the doctors and nurses you're anemic," Dr. Warren replied. "Your skin is pale enough now that they should buy it."

Michael snorted. "Thanks. When do you expect to see me again?"

"I think a week's time would do," Dr. Warren answered. "I should have a better grasp of your altered biochemistry by then."

"All right. Thank you, and good-bye, Doctor," Michael said as he walked out.

"No. Thank you," Dr. Warren murmured to the door.

* * *

Elsewhere in the city, Spider-Man was web-slinging when he spotted a vaguely humanoid black figure on a rooftop. Its profile was turned toward him, but tilted in such a way that he couldn't see the figure's face. He could see, though . . . a flash of white, a flash of white that looked vaguely like . . . a spider . . . _What the –? Brock?! How the hell did he find the symbiote!?_

When he got to the rooftop, the figure was gone, leaving Spider-Man mystified. He looked around for any sign of the mysterious black figure, but there was none whatsoever to be found. Spider-Man stayed there, waiting for any sign of an attack; his spider-sense would have warned him, except it was so acclimated to the symbiote from its time with him that Venom wouldn't register as a threat. That was just dandy, his greatest advantage in a fight – aside from his mad tactical skills and insane reflexes – completely nullified.

It took some time for Spider-Man to remember just what he was doing out tonight, so jarred he was by the possible Venom sighting. Frederick Foswell had tipped off Peter Parker about a shipment of weapons being brought into the city, courtesy of "the Big Man." Peter Parker, being secretly the dashing crime-fighter known as Spider-Man, was going to see for himself, and hope Foswell had the sense to stay as clear as he could.

Spider-Man made it to the site of the weapons shipment, which was being guarded by Hammerhead and a small platoon of goons armed with semiautomatics. The wall-crawler had the strangest feeling that he was swinging into a trap, but he figured that as long as he watched where he was going and didn't rush in too soon, he would be able to make it out ok. Then he got a good look at the weapons being brought in and that . . . pretty much threw a monkey wrench into the whole "careful and meticulously plotted" approach.

_No way is that stuff getting onto the streets!_ Spider-Man snarled internally. He leaped out into the open, kicking two goons at once and spinning in midair to punch out a third. Hammerhead reacted with a stony expression broken only by a small smirk.

The other goons began to shoot at Spider-Man with their semi-autos, only for Spider-Man to ricochet around the area, evading their bullets. As he ricocheted, he shot globs of webbing at the goons' guns, sometimes knocking them out of their hands, other times clogging up the gun barrels. Then there were the times when not the gun barrels were not only clogged, the guns were also stuck to the goons' hands. In any case, they were pretty much left useless, leaving Hammerhead to ram Spider-Man with his metal-plated head.

Spider-Man was flung back by Hammerhead's assault, but quickly flipped onto his feet. He fired his web-shooters past Hammerhead, the lines grabbing a crate of weapons. Spider-Man pulled hard on the lines, and the crate was yanked at high speed toward Hammerhead's back, only for Hammerhead to sidestep the crate and Spider-Man to end up dodging the crate himself.

"How did you do that?" Spider-Man asked.

"Seen your moves enough times," Hammerhead replied, while ramming Spider-Man again with his head just as the wall-crawler was getting closer to ground. Spider-Man crashed to the ground again, only to roll quickly onto his feet, just as his spider-sense began to pulse almost painfully. At that moment, he flung himself out of the way just as a bullet whizzed by.

"What the –?" Spider-Man uttered. "Sniper."

Hammerhead smirked more obviously. "We figured you'd try to stop us, so we decided to get ready. By the way, the sniper's supposed _not_ to kill you. Crippling you's just fine, though."

"Let me guess, the Big Man still thinks I'm useful?" Spider-Man rejoined. "Tell him I'm touched he cares."

Hammerhead charged Spider-Man again, only this time Spider-Man jumped over him and fired web-lines at his back. The ends stuck to his back and when Spider-Man landed, he used the web-lines to toss Hammerhead, only to have to move when his spider-sense pulsed painfully once again, accented by the whizz of another bullet. Spider-Man concentrated on finding the source of the danger . . . and locked onto the sniper's position. He began sprinting toward the sniper's location while zigzagging so as to be a hard target for the sniper.

By the time Spider-Man got to the sniper, he found that the sniper was unconscious with a blissful expression on his face, and there was a very feminine shadow standing over him. "And who are you?"

"Don't tell me you're ungrateful for the help," a sultry feminine voice greeted the web-slinger.

"No, not ungrateful at all," Spider-Man replied. "Anytime a sniper's stopped from putting a bullet in me, I'm happy. Just . . . why is he smiling like that?"

"My charm," the shadow answered. "Men have a hard time resisting me."

"I wouldn't know," Spider-Man said. "Not unless you want to show me your face."

"Hmm, you'll see me soon enough," the shadow responded. "But first, I'd like to leave you with a little souvenir." Just then, "she" pulled him into an embrace and kissed him on the lips through his mask, prompting the web-slinger's eyes to widen in shock beneath that mask. By the time the shadow was gone, Spider-Man was still standing stock still in utter shock, almost unable to comprehend what had just happened.

Well, someone had kissed him; that much he was certain of. What he wasn't so sure of was who this person was, what they looked like, or what interest they had in him. In a way, it was like the Black Cat all over again; she'd kissed him, too, but while he'd been in the black suit. And, unlike the mystery lady who stuck to the shadows, he at least knew what Cat looked like . . . well, mostly, considering she wore one of those little domino masks that didn't really seem to hide the important details of her face.

Meanwhile, a woman with small batwings sticking out of her long turquoise hair and larger batwings protruding from her back, not to mention a voluptuous body spilling out of a "barely there" black leotard with purple leggings and sleeves, hovered high over the confused wall-crawler. "Cute little spider . . ."

That sniper had been a nice snack, but she was hoping the spider would be a little more . . . filling. For now, she would let her little sister continue working on him, and hopefully find a way to get those girls he liked so much in on the action, too. It had been some time since she had been able to taste an innocent young girl, and she was almost beginning to forget what that was like.

* * *

The next morning, Spider-Man was web-slinging to school, only to see a flash of black out of the corner of his eye. _Venom!_ Spider-Man thought, momentarily panicking before regaining his bearings and whirling to check it out. Just like before, there was nothing, nothing at all to indicate that anyone had been on that rooftop besides him. The web-slinger shook his head in genuine confusion. Was he going insane, seeing Venom everywhere he turned?

Steadying himself, Spider-Man jumped off the rooftop and fired a web-line to swing on. This time, he made a detour to the site where he'd buried the symbiote, making sure it was still there. When he reached it, he noticed that the ground hadn't been disturbed at all, not even in the slightest. He sighed with relief; it had all been in his head, after all. Wherever poor Eddie was, he didn't have the symbiote . . . or to be more accurate, the symbiote didn't have him.

Relieved that the symbiote was still buried, Spider-Man returned to web-slinging, heading to school this time. Unbeknownst to him, he had been followed, and the one following him was a large, muscular young man in a black ski mask and black clothes, the sweater being designed with Venom's connecting spider symbols on the front and back. The black-clad young man pulled his ski mask up so that it was more like a cap over his blond hair, exposing the face of Eddie Brock.

"Thanks for leading me here, Parker," he whispered. He looked at his wrists, which were adorned by metal bangles with triggers in the centers of his palms. The symbiote might have been stolen from him, but the knowledge it had given him remained . . . knowledge he'd found useful. Taking out a sledgehammer, he began to apply it to the concrete that kept the symbiote trapped. "Thank you . . . for giving me the chance to reunite with the one I love."

* * *

That same morning, Michael Morbius rose from bed and opened his blinds, only to physically recoil from the sunlight that shone through the window. Managing to close the blinds again, Michael panted, stunned as to his reaction to the sun. _I have to understand,_ he thought. _Whatever Dr. Warren did to me, it means I'm not human anymore. But what am I . . . ?_

He went to the bathroom to brush his teeth and shower, although the mirror gave him pause. _Is that . . . me?_

Indeed, it was him, changed but still him. Shrugging it off for the time being, he brushed his teeth and then showered. Once he was done with that, he went back to his room and dressed himself, preparing not just for the day, but for his newfound hypersensitivity to the sun. This time, he wore a dark teal turtleneck shirt and dark blue jeans, while black boots and black leather gloves protected his feet and hands. He donned his trench coat, turning up the collar and putting on a fedora hat and sunglasses to protect his face.

Certain he was ready, Michael exited his apartment to begin his classes. Just as he was approaching the lecture hall where Dr. Connors' class was going on, he heard footsteps approaching him, and it wasn't like this person was running or anything like that. No, the person approaching him was just walking, and Michael could hear their – no, _her_ – footsteps as though they were being made on linoleum.

Michael turned curiously. "Debra?"

Debra Whitman blinked. "Michael? Is that you?"

"Yes," Michael replied.

"Why are you so bundled up?" Debra asked. "It's not that cold out."

"Allergies," Michael lied. He looked at Debra through his sunglasses. "You're an assistant at the lab where Dr. Warren works, right?"

"Yeah," Debra replied.

"Is Dr. Warren trustworthy?" Michael asked.

"Yes," Debra answered.

"Will he tell the truth if asked?" Michael pressed on.

"What's going on?" Debra asked. "Michael, is there something you're not telling me?"

"I'm considering submitting myself for an experiment of his," Michael admitted. "So far, it sounds legitimate, but I am not certain if there is something he is holding back from me."

"I wouldn't worry about it too much," Debra responded.

"Thank you," Michael answered. He was actually grateful for the fact that most of his face was obscured by his hat, sunglasses, and coat collar, because . . . Debra smelled very nice today, and if she'd seen any of that on his face, she'd think he was some kind of pervert and slap him. Women were strange like that. Deciding to ponder that later, he walked with her into the lecture hall, where he took a seat in the middle of the room while Debra sat two rows ahead.

"Glad you're here, Michael, Debra," Dr. Connors greeted. "Now, as I was saying . . ."

Michael could hear every word spoken by Dr. Connors, as well as the whispered conversations around him, with perfect clarity. That wasn't the only thing he noticed; even with his eyes briefly closed against the influx of sensations, he was still perfectly aware of everything and everyone around him.

He knew what the people nearest to him had eaten for breakfast, what toothpaste and mouthwash they'd used this morning, what deodorant they'd put on, what soap and shampoo they'd used to clean themselves. He could even hear their beating hearts pumping blood through their veins. . . . Suddenly, his mouth was very dry. After class was over, he quietly excused himself to find some water to drink.

* * *

Happening by a water fountain, Michael turned on the nozzle and gulped down the water thirstily. Strangely enough, the water hardly seemed to be enough, despite the refreshing coldness rushing down his throat. Just then, he heard the sound of a throat being cleared, and he removed his mouth from the fountain, cleaning it with the back of his hand and closing up his coat.

"Ah, sorry. I didn't know you were there," Michael said. He turned around to look at the tall, stylish young platinum blonde before him. "Felicia Hardy, is it?"

"Yes," Felicia greeted with an impish smirk. "I was wondering . . . if you could tutor me a bit in your spare time."

"I gladly offer my assistance," Michael answered.

"Lovely," Felicia said. "Meet me outside here at seven-thirty tonight."

* * *

That same day in Midtown Manhattan Magnet High School, Peter Parker was contemplating a "welcome back" party for Harry. He had the guest list down – besides Harry, there'd be Gwen, Liz, MJ, Randy, and . . . for some reason, he had a powerful urge to invite Lilith, too. Granted, the girl was probably more trouble than she was worth, but behind the incessant flirtation, she was kind of sweet, and perhaps it was just her way of reaching out to people. Besides, he could always set her up with Harry. . . .

The only problem was that Aunt May wouldn't sign off on it without some kind of adult supervision, which meant he couldn't hold the party at his place considering that she'd be going out with Anna Watson on the day he was aiming for. He wasn't holding the party at Harry's place; his dad probably wouldn't let him, anyway. He could try Gwen's place, as Captain Stacy was good people, and so long as he kept the party small and well-managed . . . There was one more option, and he didn't know if that would be such a good idea.

"You look troubled," Lilith remarked from behind him.

"I'm thinking about throwing a 'welcome back' party for Harry," Peter replied. "Something to let him know we're happy he's back."

"Mind if I help?" Lilith asked. "I'm really good with showing people a good time."

Peter blushed, his thoughts going to places he'd rather not have them going at this particular moment. "Uh, sure . . ."

"Great! You will _not_ be disappointed."

Peter didn't know what to think of how Lilith's tone had changed in that one sentence. She'd started out sounding perky as hell, and then started sounding like she was trying to perk someone up . . . in _that_ way. Repressing a semi-frightened shudder, he chuckled nervously and jokingly retorted, "I hope not."

"Have a little faith, Petey," Lilith answered, smiling at him.

* * *

That night, Michael met Felicia outside the lecture building where Dr. Connors had taught that morning. As it was dark, Michael was not wearing his hat or sunglasses and had his trench coat unzipped. He still wore his leather gloves, though, along with the dark clothes beneath his trench coat. Felicia was dressed in a khaki jacket over a snug black wool sweater and khaki hip-huggers.

"You look good tonight, Michael," Felicia greeted him.

"Thank you," Michael answered.

Felicia smiled as she looked closer at him. "Not get enough sun, Michael?"

Michael chuckled. "Why meet here? The workshop is on the other side of the block."

"Because I'd like to get to know you better," Felicia replied. "And a good walk helps to do that."

Michael and Felicia walked to the workshop. "Why do you want to know me?"

"You're kind of cute," Felicia replied. "In that tall, dark, and mysterious kind of way. And you're smart. I like brains in my men."

"Thank you," Michael responded.

"So what about you?" Felicia asked.

"What do you mean, 'what about me'?" Michael asked.

"A question with a question," Felicia remarked idly. "Seriously, I find you interesting. I'd like to learn more about you."

"There is not much to tell," Michael replied. "I came here because I found it to be a very good school, particularly for aspiring scientists."

"You have a lovely voice," Felicia observed.

"Is that your way of asking me where I come from?" Michael asked coyly.

"Always good to start with a compliment," Felicia answered. "It loosens the tongue."

"Well, I'll answer your question," Michael replied. "It's a small country, where I come from. Not much to talk about, actually, except for its rivers . . . it has very beautiful rivers."

"Did you ever swim in those rivers?"

"As a child, yes. As I grew older, I grew busier, and I had less time for the rivers."

"Why so busy?"

"A plague. It claimed much of my family and my friends' families back home. War claimed everyone else."

Felicia placed a gentle hand in Michael's gloved hand. "I'm sorry."

Michael smiled gently, forgetting his elongated canines. "Do not pity me. It is my lifetime goal to change the fate of my country. I am hoping what I learn here will help me do that."

Felicia's eyes widened, only to then narrow, when she saw Michael's teeth. "Why, Michael, what big teeth you have . . ."

Michael looked away. "I'm sorry for frightening you."

"What happened?" Felicia asked.

"I submitted myself to a treatment," Michael replied. "One that would counteract the blood disease that is plaguing my country."

"Do you . . . ?"

"Once. But thanks to this treatment, no more."

The two found themselves before the entrance to the lecture hall where the workshop was taking place. "We're here," Felicia spoke up.

"I suppose we are," Michael answered.

* * *

Elsewhere in the city, Spider-Man had wandered into a brawl between rival gangs. Currently, the thugs had decided to pause their infighting to go after him, which was all the better for the web-slinger because that meant he could take them down more easily.

He webbed up their guns while bouncing around throwing witty barbs like "Blue is _so_ not your color" and "You know, _pink_ is a manlier color than _red_" and "You know, you guys ought to merge your groups; you could be purple together instead of just blue and red apart" and generally frustrating the thugs to no end. They tried knives and heavy chains and crowbars, but Spider-Man took those away from them and then trapped them all in a big web.

"There, now you can all hang out together," he quipped. "Besides, you might find you have more in common than you think. Have fun!" He web-swung away, only for his spider-sense to blare painfully just before he was punched by a speeding blur. "Venom . . . no, triggered my spider-sense. Couldn't be him. Then . . ."

Spider-Man managed to land on the side of a skyscraper and looked up at his assaulter, an imperious Romanian man dressed in Victorian men's wear and with slicked-up dark hair. His eyes stared into Spider-Man's masked ones with cold fire blazing in them, and his arms were crossed in an expression of disdain. "And just who are you? Some sad imitation of Dracula?"

"My name is Demitri Maximoff," the man snarled. "And Morrigan Aensland belongs to me."

"I have no idea who you're talking about," Spider-Man answered.

"She deserves a powerful lord by her side, not some childish freak of science!" Demitri declared.

"And just who are you calling a childish freak?" Spider-Man asked. "I'm not the one throwing a temper tantrum over a woman."

"Your patter bores me, arachnid," Demitri hissed. "Prepare . . . to die."

"Do you have any idea how many times someone's said that to me?" Spider-Man asked. "Really not earning any points for originality here."

Demitri lunged at Spider-Man, only for Spider-Man to dodge the initial assault by back-flipping on the skyscraper façade. Spider-Man rained web bullets down on Demitri, but Demitri powered through them and punched Spider-Man so hard in the stomach that Spider-Man was barely able to somersault to land on the rooftop instead of crash on it. No sooner had his feet touched the rooftop than Demitri was on him again, punching him in his masked face, grabbing his arm to slam him to the rooftop, and stomping his head into the rooftop.

Disoriented from the vicious stomp, Spider-Man was almost unable to get up, but when he tried, he was kicked in the ribs by Demitri, rolling him over onto his back. "Pathetic. You're not even worth her time."

"Who is this woman you keep obsessing over, and why should I care?" Spider-Man coughed out.

Demitri lunged at Spider-Man, only for Spider-Man to spray Demitri with a generous amount of webbing, which Demitri ripped free of. Of course, Spider-Man had used Demitri's momentary blindness to his advantage, punching and kicking Demitri as fast and as hard as he possibly could.

Unfortunately, Demitri decided to punch back, and he did so with enough force to knock Spider-Man off the rooftop. Spider-Man fired twin web-lines to catch himself and spring back up to attack Demitri, only for Demitri to fly down and punch him to the ground in mid-spring.

Spider-Man sprang into a crouch, only for Demitri to grab him from behind, trapping him in a submission hold. Spider-Man grabbed Demitri's arms and used them as leverage to throw him, only for Demitri to spin around and backhand Spider-Man with so much force as to knock him into and _through_ a car.

Spider-Man barely managed to rise to his feet before Demitri grabbed him by the arm and threw him at a tenth-floor window, only for Spider-Man to catch himself with his webbing and swing back to continue the fight. He delivered a vicious flying kick to Demitri's jaw . . . and Demitri merely smiled indulgently at him.

"Well, you are a persistent insect, aren't you?" he remarked.

"Weren't you just calling me an arachnid before?" Spider-Man asked. "Gee, I hoped you'd be one of the few people that understand the fundamental difference between insects and arachnids."

"Your patter bores me to tears, child," Demitri sneered.

"Well, how's this for boring?!" Spider-Man challenged, delivering a roundhouse punch to Demitri's face, which Demitri merely caught.

"Not bad for an insect," Demitri answered, the sneer still on his face. Then he punched Spider-Man in the stomach with such force that Spider-Man's knees buckled and he collapsed. "Stay down, if you know what's good for you. And stay away from Morrigan, if you want to keep your life."

"Oh, will you just shut up about her?" Spider-Man asked. "I don't even know who she is, and you're just sounding like an obsessive loser stalker."

Demitri merely smirked at Spider-Man before uttering two words: "Midnight Bliss." A pulse of some arcane energy penetrated the wall-crawler, and the next thing he knew, he felt quite weird . . . like he'd simultaneously lost and gained something. His head felt itchy, too, for some reason. As he staggered to his feet, Demitri grabbed him by the shoulder and ripped away the part of his mask that covered the side of his neck. Immediately, Spider-Man felt something soft and almost silky brush against the bared skin of his neck.

"What, you drinking my blood now?" he asked. But his voice . . . didn't sound like his voice. It sounded like . . . "Hey, what the hell did you do to me?"

"A necessity for me to bear drinking your blood at all," Demitri answered. "Beautiful women provide the finest drink of all."

"You . . . are really screwed up," Spider-Man spat, just before Demitri ripped off his mask entirely, allowing his now-long brown hair to shake loose. Spider-Man didn't even have time to resist before Demitri sank his fangs into the newly feminized wall-crawler's neck, drinking deeply of his blood . . . just before pulling back gagging.

"What . . . what is this?" he snarled. "Your blood! You did something to it!"

Spider-Man snickered, putting his mask back on awkwardly. "What's the matter? Too strong for you?"

Demitri snarled, as though in pain. "You . . . you . . . freak! I'll kill you!"

He lunged at Spider-Man, only for Spider-Man to catch him with webbing and throw him into a streetlamp, which crumpled on top of him. "Kill me? Yeah. Sure. Whatever." Belying his confident words was a wobble in his stance. "Damn . . . better get home and hope I'm back to normal in the morning."

As Spider-Man web-swung back home, he began thinking to himself. _Aensland? Where've I heard that name before?_ He blinked. _Lilith . . . Lilith Aensland. She mentioned an older sister, said her name was – oh, crap. Morrigan. That can't be a coincidence. . . ._

_Well, Spidey, you've really gotten yourself into it this time._

* * *

End Notes: There you have it. Lilith, Morrigan, and now Demitri Maximoff have appeared in this. Michael Morbius is becoming increasingly vampiric, and what consequences will his transformation have on his hopes and dreams for the future. How will Felicia Hardy, better known to many of you longtime Spidey fans as the Black Cat, become involved in this? What will happen should Peter confront Lilith about her sister's supernatural suitor, and her own connections to the supernatural? And what will become of Spider-Man after his encounter with Demitri Maximoff? For the answers to those questions and others, read on and thank you for sticking around this long.


	4. Taking the Expressway to Hell

"Advent of Midnight Void"

Chapter 4: "Taking the Expressway to Hell"

Disclaimer: Spider-Man and all associated characters and properties belong to Marvel Comics and Marvel Studios. Darkstalkers and all associated characters and properties belong to Capcom. I am by no means lucky enough to be CEO of Marvel Studios or Capcom or editor-in-chief of Marvel Comics. Therefore, I don't own any of what I'm using here, although in the tradition of Spectacular Spider-Man, much will be revamped and played with.

Author's note: Well, that was some beating Spidey took from Demitri last chapter, and yes, Midnight Bliss is a move he has access to in the Darkstalkers games. What consequences will that initial attack have on our favorite webhead? Has Morrigan and Lilith's plotting concerning him gotten him into even deeper trouble than he would have been in with Tombstone, the Green Goblin, and Electro? What about Michael Morbius, and the effects his transformation will have on him once he discovers in full what he's become? To hell with the questions for now, though; let's ride on into the pitch black night, lit only by the fires of Hell!

* * *

Peter Parker woke up the next morning sore and aching all over. The presence of a familiar organ relieved him greatly; whatever Demitri had done to him had worn off. He plopped out of bed, forcing himself to his feet and staggering to the bathroom, where he looked himself in the mirror. For a guy who'd gotten the crap beaten out of him by an over-muscled Dracula wannabe, he looked damned good. If only he felt the way he looked, though . . .

Looking more closely in the mirror, he saw that his hair was still long, which meant he'd have to break out the scissors. More importantly, he was still wearing his costume and he had a very nasty scar on his neck where Demitri had bitten him; hickey from hell, indeed.

If Gwen or Liz or MJ or – God forbid – Lilith saw it, there would be no end to the hell he'd be getting. Not to mention Aunt May! She'd have a heart attack, and he wasn't going to put her through that again, not after she'd seen him in the black suit fighting it out with the Sinister Six.

Peter limped back to his room and shed his costume, hiding it under his bed. Once that was done, he found Aunt May's hair scissors and took them to his hair, clipping it back to its customary length. After that, he brushed his teeth, showered, and limped back to his room to dress.

This time, he wore a turtleneck sweater that Aunt May had made for him on his sixteenth birthday; he'd take getting viciously ribbed by Flash and Sally over them seeing the scar on his neck. Finished dressing, he walked downstairs, only to get the surprise of his life.

Sitting at the Parker family breakfast table, chomping away at Aunt May's homemade breakfast like he'd never tasted food before, was a well-tanned blond boy with his hair styled in messy spikes. "Ben?! What are you doing here?" Peter asked, completely stunned.

"He transferred to your school," Aunt May replied from the kitchen.

Ben Reilly, related to Peter Parker through May Parker (maiden name _Reilly_), looked up from his breakfast at Peter. "Hey. See you've lost the glasses. Picked up a girl, I hope."

"No luck there . . ." Peter answered.

"Oh? Well, I might be able to help you with that," Ben commented, before hungrily finishing his breakfast.

"Anyway, I want you two boys to stick together," Aunt May suggested. "I don't want Ben getting lost."

Peter and Ben smiled tolerantly at each other. "Sure, Aunt May!" Peter shouted. "See you after school!"

* * *

When Peter and Ben reached Midtown High, they got curious looks from Harry, Gwen, Liz, and MJ . . . and a downright predatory stare from Lilith. Flash, Rand, Sally, Kenny, and Glory looked with mixed expressions upon Ben, although Flash's expression darkened with cruel amusement when he saw Peter's shirt. Sally spoke up first.

"Hey, check out the nerd's shirt. Bet his Auntie sewed it for him."

"Yeah, she did," Ben retorted. "Your point?"

"It's . . . it's . . . I don't even know why I'm talking to you!" Sally exclaimed.

"I thought it was my innate manly charm," Ben remarked sardonically.

Sally was flustered beyond words, something she usually never lacked for. _Just who does this guy think he is?!_

"My name's Ben. I'm Peter's cousin." He smiled winsomely at the girls. "Hey, Pete. Mind if I get to know your friends?"

"Uh, sure, no problem," Peter replied awkwardly.

"I'm Gwen."

"Mary Jane. Call me MJ."

"Liz!"

"Gloria Grant. Call me Glory."

"Harry Osborn."

"Randy Robertson."

"Flash."

"King."

Ben looked at Sally, the only one who hadn't bothered introducing herself. He smirked. "Aren't you going to at least give me your name?"

"I don't see why I have to," Sally answered.

"Well, you know my name," Ben responded. "It's only fair I know yours."

"Sally. That's the name you're going to hear when you go down for messing with me."

"Go down? Hmm, you're cute enough, but I'm not sure I wanna go there."

Sally looked at Ben askance. "What the hell kind of pervert are you?!"

"The kind that knows better than to mess with so-called queen bees," Ben replied. "They sting you to death in the end."

"Holy crap, check out the nerd's cousin," Flash commented. "Looks like he's winning this one."

"I'm not sure . . ." Rand uttered dubiously, not sure he liked the exchange between Ben and Sally.

Ben turned to Kenny. "King, you say? King of what?"

"King of the football field!" Kenny shouted.

"Yeah, right," Flash retorted. "That's my title."

"Yeah, that's why they call you 'Flash,' right?" Ben commented. "Or is it for something else?"

"What the hell do you mean?" Flash asked.

Ben smirked. "Maybe you're fast in other areas. Too fast, if you catch my drift."

"Are you saying I'm a premature –"

"No," Ben interrupted with a grin. "I'm just _implying_ you are. _You're_ the one who said it outright."

"He's got you there," Rand commented. "So, Ben, you as fast on the field as you are with your mouth?"

"I'm willing to give it a whirl if you are," Ben challenged, smiling.

All the girls present had a sudden flash of Ben and Rand . . . kissing. With the exception of Lilith, they all looked perturbed; Lilith herself was just grinning. Harry, Flash, Kenny, Peter, and Rand had the same image running through their heads, and unlike Lilith, none of them were grinning. In fact, their perturbed expressions were sharper than the girls' perturbed expressions.

"What?" Lilith asked. "What's the big deal?"

"You are some kind of freak, you know that?!" Sally yelled.

"Everybody's a freak," Lilith answered nonchalantly. "Some are just more obvious about it than others." She glanced at Peter out of the corner of her eye as she said that.

Ben grinned. "I don't think I got your name just yet."

"Lilith. Lilith Aensland."

"Ben Reilly. Nice to meet you."

"Charming guy, aren't you?" Lilith remarked.

"I like to think so," Ben replied.

"Your cousin's an interesting guy," MJ commented to Peter, a slow smile working its way onto her face.

"Yeah, he is," Peter agreed. He winced and rubbed the side of his neck where he'd been bitten.

"You ok?" MJ asked, her smile fading into an expression of concern.

"Yeah, I'll be fine," Peter replied. "Just a kink in my neck."

MJ looked at Peter curiously. "Um . . ."

"I could rub your neck," Liz suggested. "I mean, sometimes the other cheerleaders have these aches in their shoulders and necks and we help each other get over them."

Peter tried not to imagine the scenario that was creeping past the corners of his brain. Something of that must have shown in his face, because Liz just grinned at him and said, "It's not like that, Petey."

"Like what? I'm not . . ." Peter's face turned slightly red.

"Smooth," Ben commented with affectionate sarcasm.

"He has a way with women, I'll give him that," Harry said to Ben.

* * *

After school was over, Peter and Ben hung out with Harry, Gwen, and Lilith in Gwen's house. "So, Ben, I heard you come from Cali," Harry remarked.

"Yeah," Ben admitted. "We had to move cross-country after one too many earthquakes for our liking. It's cooler here, but it feels kinda nice."

"What did you do in Cali?" Lilith asked. "Ride some waves? Some girls?"

Peter, Harry, and Gwen looked at Lilith askance, while Ben just seemed nonchalant. "Yeah, I rode some waves. As for girls, I don't kiss and tell."

"Where are you staying?" Peter asked.

"Eh, not too far from you guys," Ben replied just as nonchalantly. "I could ride over for a visit."

"Ride over?" Gwen asked curiously.

"I got a motorcycle," Ben explained, his tone blasé. "If you're not too scared, I might take you riding sometime."

"Hey, could you take me riding?" Harry asked.

"You got one of your own?" Ben asked, arching an eyebrow.

"Some, yeah," Harry replied. "No big deal. Just curious to see how yours stacks up against mine."

"No problem," Ben said. "We'll have to race sometime. See if you're as good as you're talking."

"Could you take me on a ride?" Lilith asked Ben flirtatiously.

Ben looked at Lilith, his eyes surreptitiously roaming her body. "No sweat off my nose."

Just then, Captain George Stacy came back. "Hello, Gwen. Hi, Peter. Hi, Harry." He looked at Lilith and Ben. "I don't believe we've met. I'm Gwen's father."

"I'm Ben Reilly."

"Call me Lilith, Mr. Stacy."

Captain Stacy smiled. "So, I hope you're all working hard."

"Uh-huh," Lilith replied, her eyes twinkling mischievously. "_Very_ hard."

"Sure," Captain Stacy said. He looked at Peter. "Peter, if you're going to be taking photos of Spider-Man, just make sure you've got the right web-slinger."

"What's that supposed to mean?" Peter asked.

"Vigilante killings," Captain Stacy replied. "The M.O. kind of reminds me of Spider-Man, but I don't think it's him."

"Spider-Man's killing people?" Harry asked.

"That . . . he wouldn't do something like that," Gwen uttered, stunned.

"Don't worry," Captain Stacy said in a calm and measured voice. "It resembles Spider-Man's usual style, but I doubt it's him. At the very least, I can't say it's him without conclusive evidence." He looked at Peter wryly. "Though that's not stopping your employer."

"Yeah . . ." Peter remarked. "Ol' J.J. kind of has a mad-on for Spidey."

Captain Stacy chuckled. "That's like saying the desert is kind of warm."

"I'm gonna go now," Peter said. "See you guys tomorrow."

"I'll take you home, Pete," Ben offered.

"Thanks, but I really gotta get to work," Peter replied hastily. "Besides, I just got a voicemail from Jonah."

* * *

When Peter entered the _Daily Bugle_ offices, he found J. Jonah Jameson raving excitedly to Joseph Robertson, affectionately known as Robbie. "I knew it! I knew it all along! Spider-Man _is_ a menace! The proof is finally there!"

"Jonah, you can't be entirely sure that is Spider-Man doing those killings," Robbie admonished. "Spider-Man's had copycats in the past."

"Well, I'm damned sure it's him this time!" Jameson declared.

"You were damned sure it was him the last time," Robbie remarked with a hint of sarcasm.

Jameson sputtered briefly, not sure how to react to the plain truth of what his editor-in-chief had said. Then he remembered how he usually handled these things, and resumed raving. "I'm still sure it's him! Who else could do those web tricks?"

"It could easily be some impostor who figured out how to make webbing," Robbie insisted.

"Um, yeah, good point," Peter piped up. "I mean, how do you know it's even the same webbing as what Spider-Man uses?"

"What are you, some kind of forensics expert?" Jameson asked derisively.

"No, I'm just a lab intern," Peter replied semi-sarcastically.

"Then why are you talking like you know about this sort of thing?" Jameson inquired rhetorically. "Ah, never mind. Get out of my face and get some photos of that wall-crawling weasel in the act!"

"Sure" came Peter's laconic answer as he slipped out. Of course, Robbie followed him, catching up to him just long enough to say something encouraging.

"For the record, I don't think it's Spider-Man doing this."

"Thanks."

* * *

That night, Spider-Man went out hunting for the impostor ruining his good name. As he swung about the city, he happened to spot a showdown between rival gangs being settled in a manner most bloody . . . by someone wearing a black Spider-Man costume. The black-clad "Spider-Man" was smashing heads, crushing ribcages, and shattering kneecaps with the force of his blows. Chancing a closer look, Spider-Man saw that the "Black Spider-Man" was much larger and more muscular than him, about as much as . . .

_Awww, frak,_ he thought, realizing just who the impostor really was. As he jumped into the brutal fray, the impostor Spider-Man shot a black web at the real Spider-Man, snatching him with it and slamming him to the ground.

"Like looking into a mirror, isn't it, bro?" the impostor Spider-Man taunted.

"Brock . . ." Spider-Man groaned quietly.

"Now let's tell our contestant what he's won," Venom, still appearing as "black-suit Spider-Man," sneered. "A shiny new coffin, made to fit!"

Just as Venom moved to punch Spider-Man, he rolled away from the punch just in time for Venom to strike the ground instead. Spider-Man fired web bullets at Venom, who simply let them bounce off him and shot a web-snare at Spider-Man, catching him by the leg. With a mighty yank, Venom threw Spider-Man over a rooftop and rapidly scaled the building façade to punch Spider-Man to the rooftop before he hit it under his own momentum.

Spider-Man crashed onto the rooftop, tumbling awkwardly before regaining enough control to flip onto his feet. Unfortunately, he was punched in the back by Venom, who had darted behind him while he was tumbling. This time, Spider-Man twisted in midair and fired web-snares at Venom, who ripped free and bounded after Spider-Man. Spider-Man jumped over his head and caught his shoulders with web-snares, using them as leverage to throw Venom to the ground.

"What's your game, Brock?" Spider-Man interrogated.

"We're going to make everyone in this city hate you as much as we do," Venom snarled, reverting to his true appearance and attacking the wall-crawler again. He tackled Spider-Man off the rooftop, plummeting with him to the ground. Spider-Man managed to get one arm free to fire a web-line to catch himself before he was smashed to the ground. Venom punched Spider-Man off his web-line, only for Spider-Man to flip backward and fire off another web to catch himself with.

Venom swung after Spider-Man, only for Spider-Man to swing at him, kicking him as forcefully as he could. Venom retaliated by knocking Spider-Man into a nearby office building through the glass window. Venom leaped in after Spider-Man, only for Spider-Man to web his eyes and punch and elbow him while he was momentarily blinded. Of course, Venom ripped the web off his eyes, just in time for Spider-Man to kick him in the head. Venom evened the score by grabbing Spider-Man by his masked head and slamming him one-handedly to the ground.

Spider-Man elbowed Venom in the stomach, forcing the larger man off him just enough for Spider-Man to slip free and hit him as hard and as fast as he could. Unfortunately, Venom hit harder and he hit even faster, ending the assault by slamming him into a wall and then body-slamming him onto the ground. Spider-Man rolled out of the way of Venom's next punch and kicked him in the side, only for Venom to grab his ankle and throw him out through the same window he'd shattered when coming in.

Spider-Man was about to fire web-snares to catch himself when Venom jumped out after him. Just as the web-lines caught the building, Venom's feet brutally impacted Spider-Man's chest, knocking him to the ground. "You know, you really might want to think about how you got here in the first place, _bro,_" the black-suited monster before him sneered.

"How'd you get the symbiote back?" Spider-Man asked.

"You led us right back to each other," Venom answered, patting Spider-Man's cheek mockingly. "The one good thing you ever did for us. And since we're feeling so generous . . . we're gonna send you to hell nice and quick." He reared back with his fist to slam it into Spider-Man's head, with enough force to shatter it completely and leave behind a mess of blood, bone fragments, and brain matter. Of course, Venom got a surprise of his own. . . .

. . . Spider-Man grabbed Venom's fist with one hand and _squeezed._ "I . . . don't . . . think so . . . _bro,_" the web-slinger hissed. In a supreme demonstration of strength, Spider-Man simultaneously threw Venom off him and viciously slammed him to the ground, cracking the asphalt beneath.

"What the hell?!" came Venom's shocked and outraged cry. "What the hell . . . was that?!"

"You're not dealing with ol' friendly neighborhood anymore," Spider-Man hissed, his tone increasingly inhuman as Venom saw twisted chainlike markings spread out from his former friend's neck. The markings seemed to take on a life of their own, replacing the web patterns on Spider-Man's costume and darkening the colors from bright red and vivid blue to bloody crimson and dark navy. "No, we're playing for keeps this time."

Venom grabbed Spider-Man's arm and roughly threw him off him, only for Spider-Man to twist acrobatically and ensnare Venom with web-chains. Spider-Man pulled Venom toward him as he rushed forward, kick-slamming Venom into a parked car. Venom impacted the car with such force that it practically crumpled around him. Spider-Man began punching him viciously, until Venom broke free and slashed Spider-Man with his clawed hand.

Spider-Man merely grabbed Venom's throat and _ripped_ . . . coming away with a piece of the symbiote. "_**No!**_" Venom screamed. "What are you doing to us?!"

"Separating you," Spider-Man answered coldly. "Symbi's a bad influence on you. I'm putting it in the timeout corner where bad little aliens go. And you . . . I'll deal with you after."

"You can't do this to us!" Venom screamed even as Spider-Man continued ripping away pieces of the symbiote from Brock's body. The symbiote fragments attacked Spider-Man in the shape of spiders formed from its substance.

"You really think I can't?" Spider-Man taunted, as chains ripped out of his body and crushed the symbiote fragments. As Venom watched with utter terror, Spider-Man's costume began to darken even further, turning black with twisted chainlike web patterns decorating it. A distorted, gruesome black widow spider symbol spread over his chest and back, while lurid green eyes stared out from white covers.

"You . . . you hurt us!" Venom accused, as the remaining symbiotic matter began to spread over his body. "You'll suffer! You'll suffer, you bastard!"

"No, _you'll_ suffer," Spider-Man retorted icily. "You'll suffer for going after Mary Jane, for going after Aunt May, for going after Gwen . . . and all just to get at me? You're trash . . . and I'm taking you out."

"_We're_ trash?!" Venom screamed, lunging at Spider-Man for a killing strike, only for Spider-Man to knock him to the ground in mid-lunge with one vicious strike.

"Give up . . . and I'll kill you nice and quick," Spider-Man hissed.

"Go to hell!" was Venom's furiously defiant response.

"No," Spider-Man answered before grabbing Venom by the throat and throwing him down the street. As Venom tumbled gracelessly down the street, Spider-Man bounded after and past him before turning on a dime to kick Venom down the opposite way.

"Stop . . . stop . . ." Venom groaned.

"What's the matter?" Spider-Man taunted. "Can't take it now that you're on the receiving end?"

Venom rolled over onto his back, staring up at Spider-Man as the web-slinger prepared to end his life. Spider-Man took a swing at Venom, and struck the ground instead of Venom. In fact, the web-slinger seemed to almost freeze. "What's the matter, big man? Can't go through with it?" Venom taunted.

Spider-Man didn't answer him, but his suit began to change back to its former self, the black slowly being subsumed by bright reds and blues and the twisted chain webs reverting to regular web designs. As soon as the reversion was complete, Spider-Man nearly fell from sheer exhaustion.

"You're going to wish you'd killed us when you had the chance," Venom hissed. "We're gonna make sure you regret this . . . forever."

Using the last of his strength, he swung away, leaving behind a physically and psychologically battered Spider-Man. The wall-crawler attempted to swing after Venom, but he could barely keep himself up. Losing grip on his web-line, Spider-Man reached out to a skyscraper façade and skidded down to the ground in a heap of red and blue. Groaning in pain, the last thing he clearly registered was a shadow descending toward him.

* * *

When Spider-Man awoke, he realized he wasn't looking at the world through the filter of his mask. He also realized that he was bundled up in something soft and cool, and his head was resting on something thick and fluffy. "Where . . . am I?"

"Hi, Petey," a cheerful familiar voice greeted him. Spider-Man turned to his side and saw Lilith coming in dressed in an extremely skimpy nurse's outfit.

"Lilith!?" Spider-Man exclaimed, shooting upright in his bed and causing the covers to lower, showing his bare torso and arms.

"Knew you had a nice body under those heavy clothes," Lilith commented coquettishly.

Spider-Man looked at Lilith suspiciously. "Just what's going on here? Where am I?"

"My house," Lilith replied. "Morrigan's making you soup."

"Soup? Morrigan?" Peter uttered. "Just what's going on?"

"Don't worry, Petey," Lilith purred while she stroked his chest with her fingertips. "We won't hurt you."

Peter blushed, but before he could say anything, he heard an elegant female voice ask, "And just how is our patient?"

Peter and Lilith turned to see Morrigan dressed in a nurse's outfit even tighter and skimpier than Lilith's, emphasizing every curve of her voluptuous body, and carrying a bowl of noodle soup. The woman smiled at Peter, her purplish-red eyes glinting seductively. "Hello there, spider."

"You're Morrigan?" Peter asked.

"Yes," Morrigan confirmed as she walked to sit beside him with the bowl of soup.

"Then maybe you can answer something for me."

"Anything, spider."

"Why is your crazy-ass stalker ex after me?"

Morrigan chuckled. "You must mean Demitri. He's never been a patient man, I'm sorry to say. Given how long-lived we are, it's possible we might get together again in another few decades, but he's so possessive . . ."

"I'll say," Peter groaned. "That's how I ended up with _this._" He gestured toward the scar on his neck.

"And you haven't turned yet . . . you're even more interesting than I thought," Morrigan purred.

"Sis . . . he must be really hungry," Lilith pouted.

Morrigan took up a spoonful of noodle soup and held it up to Peter. "Open wide."

"It's not poisoned, is it?" Peter asked.

Morrigan shook her head. "Silly spider." She slipped the spoonful of soup into Peter's mouth and Peter ate it.

"Wow . . . this is pretty good."

"Uh-huh. Morrigan's a really great cook," Lilith piped up.

"What's with the slutty nurse getup?" Peter asked.

"To make your stay more pleasant," Morrigan replied with a smirk, feeding him more soup.

"It's ok, Peter," Lilith said. "We won't tell anyone your secret."

Peter sighed with slight relief. "Thanks. But speaking of secrets . . . who are you, really?"

"You want to know?" Lilith asked.

"You know who I am. It's only fair I know who you are."

Morrigan and Lilith looked at each other, looked back at Peter, and smirked near-identically. Immediately, their clothes morphed into a flurry of bats that reformed around them into skimpy leotards with feathery fringes around the shoulders and bat-printed leggings and sleeves. The main differences between them were in color; Morrigan's leotard was black while Lilith's was red, and Morrigan's leggings and sleeves were purple while Lilith's were light blue.

The thing that really turned Peter's head was the bat-like wings extending from their backs and heads. Lilith's were red, while Morrigan's were black. The young superhero looked at the two in open-mouthed, slack-jawed shock.

"You wanted to know, didn't you?" Morrigan taunted Peter lightly.

"Uh, yeah," Peter uttered stupidly.

"Now relax," the turquoise-haired woman whispered. "We'll take good care of you."

_Why doesn't that make me feel better?_ Peter thought.

* * *

The next morning, at the Daily Bugle, Jameson was yelling, "Who's got the story on that gang beatdown Spider-Man did?!"

"Jonah, we don't even know if that was him," Robbie insisted.

"Oh, we _do_ know it was him!" Jameson shouted. "Who else moves like that?!"

"You wanna see who else moves like that?" an inhumanly dual-layered voice taunted amidst the sound of shattering glass. Jameson and Robbie immediately tore out of their office, while Ned Lee, Betty Brant, and Frederick Foswell stared in shock at the figure before them. "Peter Parker . . . a.k.a. SPIDER-MAN!"

* * *

End Notes: There you have it, Lilith and Morrigan have revealed their true selves to Peter, Venom has made his return and is looking to destroy Spider-Man's life in every way possible, Ben Reilly has made his debut . . . and where the hell's Michael Morbius in all this? Well, he's going to be coming back soon enough, and his newfound pseudo-vampiric nature is going to cause a confrontation with Demitri Maximoff. Speaking of Demitri, he and Venom might just very well find common grounds for an alliance, so what's Spider-Man going to do, especially since he might very well be transforming into a monster himself? To see the outcomes of those developments, read on and thank you very much for hanging around this long.


	5. Return of the Spider's Shadow

"Advent of Midnight"

Chapter 5: "Return of the Spider's Shadow"

Disclaimer: Spectacular Spider-Man and all associated characters and properties belong to Marvel Comics and Marvel Studios. Darkstalkers and all associated characters and properties belong to Capcom and UDON. I make no monetary or other material profit whatsoever from this story.

Author's note: Yeah, the crap's starting to hit the fan. Peter's finally seen Morrigan and Lilith as they truly are, Venom's back and plotting to ruin Spider-Man in every way possible, and is Peter becoming a vampire or something worse? Well, if you want to find out how all that turns out, you're just gonna have to read on.

Further note: I know you guys like this story, but I have others on my profile. If you're a fan of the Exiles, check out "The Other Exiles," and if you're a fan of the Teen Titans comic book series, check out "Titan of the Future." With those advertisements made, let's go!

* * *

"Where the hell is Parker?!" J. Jonah Jameson yelled.

"I called Mrs. Parker," Betty Brant answered. "She said Peter never came home last night."

"What about that punk cousin of his? Reilly?" Jameson asked.

"Said the same thing," Betty replied, faintly blushing at the memory of Ben Reilly's voice.

"So Parker disappears, and this spider-monster shows up claiming Parker's Spider-Man!" Jameson yelled. "Something about this just doesn't add up!"

"Yeah," Ned Lee agreed. "I mean, if Peter really is Spider-Man, then does that mean he was taking pictures of himself all this time?"

"Peter's a good boy," Robbie said. "I doubt he'd willfully defraud us like that."

"Well, we still need to find him and get some answers out of him!" Jameson shouted. "And even if we can't find him, we find his friends! We investigate! We try to connect the dots!"

"Sure . . ." Ned murmured.

"Foswell!" Jameson shouted.

"Yes, Mr. Jameson?" Frederick Foswell responded.

"You're gonna be the point man on this," Jameson announced. "Take Lee with you. I want Parker found, and if finding Parker means finding Spider-Man, then even better!"

"Sure thing, Mr. Jameson," Foswell answered.

Once everyone except Betty and Robbie was gone, Jameson fell into his chair. "I'm really worried about that kid," he admitted somberly. "Even if he isn't Spider-Man, and I'm certain he isn't . . ."

"You're scared that maybe this time he bit off more than he could chew," Robbie finished for him.

"Yeah," Jameson admitted.

Betty didn't say anything, merely pondering what could have happened to Peter. Despite the fact that he was too young for her, he was rather sweet and goodhearted . . . and slightly cuter than he ought to be. She really didn't want to see him hurt, or worse. She certainly hoped Spider-Man had nothing to do with it; hero or not, the man was just as much trouble as those he fought in his own way.

* * *

At Midtown High, Ben slipped next to Gwen and Harry. "Hey, you guys. Seen Peter around?"

"No," Harry admitted glumly.

"I don't know what happened to him," Gwen murmured sadly. Ben put an arm around her shoulders.

"Don't worry, Gwen. Pete's tougher than he looks. Wherever he is, I'm pretty sure he'll find his way back."

Flash watched Harry, Gwen, and Ben somewhat grimly. He might not have liked the little geek that much, but that didn't mean he wanted to see his friends suffer from missing him. Hell, as much as he wouldn't say it aloud to anyone, he missed him, too. School wasn't the same without him.

"Liz?" he asked.

"Yeah, Flash?" Liz asked.

"How you holding up?"

"Trying. But Pete . . . he's out there somewhere, probably hurting, and I don't even know where he is so I can help him . . ."

To Liz's surprise, Sally put a comforting hand on her shoulder. "Geeks are like cockroaches, Liz. They don't croak even when you think they ought to."

Anyone else would have interpreted that as an insult to Peter. However, Liz and Sally had been friends for a long time, and Liz understood that this was Sally's attempt at being sympathetic. "Thanks."

"No problem," Sally replied.

"Hey, did you guys hear?" Rand asked.

"Hear what?" Flash asked.

"They think Peter's Spider-Man," Rand answered.

"What kind of B.S. is that?" Sally asked scornfully. "No way that geek could be Spider-Man!"

"Yeah," Flash agreed. "Spidey's taller than him!"

"He could have been wearing lifts," Kenny suggested.

"And Spider-Man's way too muscled to be Puny Parker!" Sally added.

"I dunno, Pete filled out that Spider-Man costume nicely," Liz interjected.

"You're just saying that because you have a crush on him!" Sally accused.

Just then, Mary Jane and Ben walked over to Flash, Liz, Sally, Kenny, and Rand. "So . . . you heard it, too?" Ben asked.

"Yeah, but I don't believe it," Flash replied.

Mary Jane shrugged. "He did look good in his Halloween costume."

"So?" Flash retorted. "Looking good in a cheap Halloween costume doesn't mean he could really do the stuff Spidey does."

"And you'd know for sure, right, handsome?" MJ asked.

"Yeah," Flash answered, completely missing the point.

"You know, Lilith hasn't shown up all day for classes," Ben observed.

"You don't think they ran off together, do you?" Liz asked.

"And leave you lovely ladies alone? Not on your life," Ben replied. He looked at the clock. "Hate to ditch, but I'm gonna try looking for Peter. Maybe I'll spot a clue the police missed."

"And how are you going to do that?" Rand asked.

Ben smiled. "I have my ways."

"I'll come with you!" Gwen immediately offered.

"Gwen . . ." Harry started to say.

"She'll be safe with me," Ben assured Harry. "Don't worry."

"I was gonna say, 'What about school?'" Harry amended.

"We can make up whatever work we missed, serve whatever detention we have to," Ben replied. "Right now, we need to find Peter, so that blowhard Jameson can shut his trap about Peter being Spider-Man."

* * *

Meanwhile, Eddie Brock was on his way back to the ESU lab to see how things had gone in his absence. Before he knew it, though, he'd been grabbed and swept into the shadows by someone even taller and more muscularly built than him. That someone stuck to those same shadows, eyes glowing white-hot glaring into Eddie's blue ones.

"Who the hell are you?" Eddie asked.

"Someone who hates the Spider as much as you," the shadowy man replied in a thick Eastern European accent.

"Spider-Man's ours to kill," Eddie snarled.

The shadowy man grabbed Eddie and slammed him into the wall by the throat. "Do you want to know what he took from me?"

"Sure, go ahead," Eddie spat, letting the symbiote cover him in preparation for a fight.

If the shadowy man noticed that Eddie's clothes were increasingly darkening and tightening . . . not to mention forming an interesting white shape on his chest and back . . . he seemed not to care. "He took . . . my woman!"

"Oh, he stole your girl?" Eddie, now fully "suited up" as Venom, laughed. "That's the most pathetic thing we've ever heard! You wanna know what he took from us?! He took our livelihood, our trust, and very nearly our life! And you're ready to kill him over a woman?! Pathetic!"

Venom threw the shadowy man with tentacles sprouting from his suit into the far wall. In retaliation, the shadowy man projected an invisible force that pushed Venom back against his wall. "Listen . . . and listen good . . . you callow boy," the shadowy man snarled. "I am something stronger and older than you could possibly imagine. And regardless of what you think of my reasons for hating the Spider, rest assured that we have a common cause. Since you know him so well, you know how best to position him for the kill. That is the only reason I haven't rent you and your parasite into pieces too small for a human to identify without a microscope."

"We recall a saying . . . 'the enemy of our enemy is our friend . . .' _for now,_" Venom sneered.

"For now," the shadowy man echoed sinisterly.

* * *

Meanwhile, Peter awoke again, finding himself still not home yet. Indeed, he was in a luxurious bed with Morrigan hovering over him dressed in a skimpy French maid uniform and carrying a tray of food. "Morrigan?"

"You need to build up your strength," Morrigan whispered. "You've been sleeping for most of the day. It's almost sunset."

"Aunt May . . . Gwen . . . Harry . . . MJ . . . everyone must be so worried about me," Peter murmured. He started to get up, but Morrigan gently pushed him back down.

"In your condition, you won't be any good to them," Morrigan stated.

"I have to at least talk to them, let them know I'm still alive," Peter groaned.

"Not the best idea you've had," Morrigan objected. She gently set down the tray of food in Peter's lap and turned on the TV, switching to the news.

"_Is Peter Parker Spider-Man?"_ the anchor asked. _"That is the question facing the City of New York now, after a shocking declaration made by someone identifiable only as 'Venom.'"_

Peter groaned. "This just keeps going from bad to worse. . . ."

"_Complicating the issue is that Peter Parker is known as the young photographer who has been most consistently able to capture the web-slinger on camera,"_ the anchor went on. _"If he really is Spider-Man, then that could be an explanation for how a teenager has been able to consistently photograph the elusive protector of this city. Even more complicated is the fact that he has not been seen since the previous night."_

The video cut to another reporter, this one fairly young, attractive, and brunette. _"We've been canvassing the city all day, looking for reactions from people close to Peter Parker or people who have been saved by Spider-Man or criminals whom Spider-Man has assisted the police in apprehending."_

Again, the video cut, this time to Electro, who was sitting in a chair in the insane asylum he was being held in. Electricity flickered and flared around him when the reporter asked him, _"Mr. Dillon, do you think Peter Parker is Spider-Man?"_

Electro snarled. _"Don't __**call me Dillon!**__ I'm __**Electro! You hear me, you stupid reporter?! ELECTRO!**__"_

Peter shuddered, remembering the kind, easygoing young man Electro had once been as contrasted with the living dynamo of psychotic rage he was now.

The video image momentarily fizzed out from the electrical interference caused by Electro's flaring powers. _"I'm sorry, Electro,"_ the reporter said, attempting to placate him. _"I won't call you by your former name, but please answer my question: Do you think Peter Parker is Spider-Man?"_

Electro snarled. _"If that little punk is Spider-Man . . . I'm going to go to his house . . . and I'm going to give him the last shock he'll ever experience in his life!"_

"_Obviously, you're very angry with him,"_ the reporter brought up.

Electro chuckled malevolently. _"That's the only thing that keeps me going now in this place, the chance to watch him squirm while I fry the life out of him!"_

The video feed cut again, this time to the unmasked Shocker, otherwise known as Montana of the Enforcers. The question Electro had been asked was now asked of him.

Montana smirked nastily. _"Let's just say, if that punk kid really was Spider-Man, I know some people who could use that information."_

The feed cut to Norman Osborn, who was as dapper and well-groomed as always. The reporter asked him, _"Spider-Man has saved the lives of you and your son and your son's friends on several occasions. Do you think he is Peter Parker?"_

Osborn just smiled tightly as he spoke his answer. _"I have no reason to believe that Spider-Man is Peter Parker, although if it were true, that would make our relationship very interesting."_

Peter winced. "Aw, damn."

"You don't trust him, do you?" Morrigan deduced.

"Nope, not with what I know about what he does in his spare time," Peter answered grimly.

The feed cut to Aunt May, who was asked the same basic question as Osborn. Aunt May's answer was, _"Am I being punk'd? But in all seriousness, I do wish he'd come home. Even if he is Spider-Man, it's not safe for him to be out by himself at this hour."_

Peter smiled sheepishly. "Good ol' Aunt May."

The feed shifted to Midtown High, with Flash Thompson being asked the question that seemed to be going around: _"Do you think Peter Parker is Spider-Man?"_

"_No! Spider-Man's totally cool! And Parker . . . isn't! No way he could be Spider-Man!"_

Then it moved to Sally Avril, who was asked the same question as Flash. _"No! Are you nuts?! No way is Puny Parker Spider-Man!"_

Peter nearly broke into a fit of giggles. "I can't believe I wanted to go out with her once . . ."

"Live and learn," Morrigan whispered. "She is cute, though. If only we could do something about that mouth."

The camera shifted again, this time to Mary Jane Watson, who was asked the same question. _"I don't think so . . . but it'd explain a few things . . ."_

"_Like?"_ the reporter prodded her.

"_Not saying,"_ MJ answered. _"He just acts kinda weird, sometimes. But he's a good guy, whether he's Spider-Man or not."_

The camera cut again, this time to the ESU labs, where Dr. and Mrs. Connors were asked the pertinent question. This caused them both to break out into fits of uncontrollable laughter. Once they came down from it, Dr. Connors answered first.

"_No, I don't think so . . ."_

"_Would explain a few things, though,"_ Mrs. Connors mused.

This time, the video moved to Eddie Brock, who was wearing a lab coat over black clothes. _"Pete and I have been tight since we were little kids, like brothers, really. Can't believe I didn't see it sooner . . ."_ He sounded glum, but the slight smirk on his face betrayed his real feelings on the matter.

Peter gritted his teeth, then winced and grabbed the side of his neck where he'd been bitten by Demitri as ghostly black chains spread from the bite mark to the side of his face. "Aaagh! What's happening to me?"

"Vampire saliva, once it enters the bloodstream of a bitten human, can change the human into a vampire," Morrigan explained. "Usually, the change is almost instantaneous, but your mutated blood cells are staving it off as best they can, so one of two things will happen to you. One, your immune system ultimately destroys the vampire saliva and you remain as you are.

"Two, your immune system dilutes the vampire saliva just enough so that you end up as a ghoul, which is what we call those rare humans who don't completely turn. Most of them are little more than bloodthirsty berserkers, so they have to be kept under lock and key, but there are an even rarer few who retain their wits, if not necessarily their full sanity."

Peter breathed out. "Damn. So I either stay human, or I turn halfway and lose my sanity while I'm at it."

"That's the worst possible outcome," Morrigan admitted. "If you're really lucky, you'll get the outcome where you stay somewhat sane even with your new powers."

"I don't want new powers," Peter said. "Really, I'm happy with the ones I got already."

Just then, Lilith popped in, dressed in a French maid outfit similar to Morrigan's. "How's he doing?"

"Much better," Morrigan replied.

"Yeah," Peter agreed. "Better enough to get out of here. Every minute Eddie spends bonded to the symbiote is another chance Venom has to attack the people I love to draw me out. I'm not letting that happen."

"You're still recovering, you know," Morrigan warned him. "And Demitri's venom isn't the only thing in you, is it?"

"What do you mean . . . ?"

"You have another Venom, so to speak . . . the same Venom that wants you dead and wants you back."

Peter's eyes widened, remembering what had happened in his last encounter with Venom. _Ripping the symbiote away from Brock . . . ignoring his cries for mercy . . . almost ready to kill him . . ._

"It seems Demitri's venom and those symbiote fragments are merging inside you," Morrigan replied.

"Then I'll do what I did the last time," Peter stated. "As long as I remember what I care about most, the symbiote won't have any power over me."

"Hmm, you could do that, true . . ." Morrigan mused. "But there's another problem. Demitri's still out there, and he probably hates you as much as Venom does. Do they hate you enough to join forces?"

"Doesn't matter," Peter answered. "Teamed up or not, I can't let either of them go loose."

"At least try to eat something," Lilith requested. "We worked really hard on this."

Peter had to bite his lip to stop himself from saying that Lilith looked cute with that pout. Of course, when he bit his lip, he drew blood . . . and he wasn't even biting down that hard. He winced, and Morrigan gently cleaned up his bloody lip with her tongue.

"Delicious," she murmured.

"Are you a vampire, too?" Peter asked.

"Multiple degrees of vampirism," Morrigan replied. "Some of us like blood, some of us like life energy, and some of us aren't quite either but like the taste of blood, anyway."

"So what are you, then?" Peter asked.

"Succubae," Lilith answered simply. "We nourish ourselves on the life energy of those we seduce."

"Sex vampires?"

"Yeah, sure, let's go with that."

_Aw, man . . . no wonder I felt weird around Lilith . . . she's some kind of sex vampire!_ He paused for a moment. _On second thought, this might be kinda cool. I mean, I got a sex vampire interested in me on top of a cat burglar, my best friend since seventh grade . . . maybe this won't turn out so bad._

_Idiot,_ another voice muttered. _She's a sex vampire. She said it herself that she feeds off life energy! You're probably no more than her next meal!_

_Good point. Maybe I should go into this with my eyes open._

"Peter?" Lilith asked. "You're cool with this, right? Not that I really care, but it'd go a lot easier if you were."

"Sure . . ." Peter answered, not really convinced either way. He began to eat the meal before him, hoping to distract himself from his worries with food. "Wow . . . this is really good."

"Thanks," Morrigan replied with a smile.

Just as Peter had finished eating, the TV announced "breaking news." The web-slinger immediately began paying attention, only to nearly drop his fork in shock at what the news anchor had to say.

"_We take you now to Our Lady of Saints Church, where the police are attempting to negotiate through a tenuous hostage situation. . . ."_ Peter's eyes narrowed when he saw just who was being held hostage, namely Gwen, Liz, MJ, Harry, and Ben . . . and who had done it, as demonstrated by the message written in black webbing for him.

_Spider-Man, come out to play, or else._

Peter sprang out of bed immediately, unmindful of the fact that he was simply in the lower half of his thermal underwear. "Where's my costume?" he asked.

Lilith, who had briefly stepped out of the room, came back with a perfectly repaired spider-suit. "Here you go."

"Thanks," Peter answered as he took the suit and quickly donned it. After making sure his web-shooters were full, he lunged out the window and began leaping toward the church where he'd purged the symbiote from his life . . . or so he thought.

"We should help him," Lilith said. "He can't take Demitri by himself."

"Yes, and I'd hate to see our new toy ruined before we've properly broken him in," Morrigan added.

* * *

Meanwhile, Spider-Man was now swinging toward Our Lady of Saints Church, his rage bubbling up inside him. He could feel the venom inside him, both of them, stirring awake. Well, he'd just have to see if he could use it to make Venom and Demitri suffer for daring to go after his friends.

As he swung, he was barely aware of his web-lines slowly becoming web-chains and his costume darkening and warping as his rage became stronger. Somewhere in the back of his head, he was aware that this was exactly what the symbiote wanted, but he no longer cared. Venom once again made the mistake of going after people he cared about. He was going to pay for that, and Spider-Man would take that payment with relish.

When he arrived in the church, he screamed his outrage. "VENOM! DEMITRI! _Show yourselves, you bastards!_"

"Well, well," a mocking dual-layered voice remarked. "It seems the spider has come into our parlor."

"Yes," another voice added. "The spider is very predictable . . . but hero-types always are."

Spider-Man snarled. "Where are they?"

He immediately received his answer in the form of Gwen, Liz, Mary Jane, Harry, and Ben all dangled in front of him in separate black web cocoons. Above them stood Venom and Demitri, both of whom were smirking cruelly at Spider-Man.

"Right here," Venom taunted. "You think you can get to them before we get to you?"

Spider-Man immediately fired his webs, forming them into a large safety net below his friends. He jumped into the air, moving to slice his friends free of their bindings, only to be interrupted by Demitri and Venom swinging at him. "I don't have time for this!" Spider-Man snarled, the web-chains coming out again to ensnare Venom and Demitri, the latter of whom grabbed the web-chains and used them to pull Spider-Man over to him for a brutal punch to the gut.

Spider-Man gritted his teeth beneath his mask in an enraged grimace and punched Demitri with all the force he could muster. At the same time, Venom lunged onto Spider-Man's back and wrapped his arms around him to trap him in a full nelson. Spider-Man pulled Venom off him and threw him aside, then moved again to save his friends.

"You guys all right?" he asked as he began tearing at the web cocoon binding Gwen.

"Yeah . . . but did you change costumes?" Harry asked.

"What makes you ask?" Spider-Man asked, pausing briefly to look at himself. The reds of his costume were darker and yet more striking than they normally were, and the blues had turned midnight black. "Never mind."

"Look out!" Liz shouted.

Spider-Man turned and found Venom lunging at him again. He back-flipped off Gwen and twisted into a flying kick that hit Venom with enough force to slam him into the ground. He flipped off Venom and twisted to fire another web that would bring him to his friends so he could save them, only for his spider-sense to tingle forcefully just before Demitri tackled him to the ground.

The two combatants rolled and wrestled viciously, just before Spider-Man kicked Demitri off him and sprang up the walls to get to his friends. This time, Venom grabbed Spider-Man's leg and pulled him down to the ground, only for Spider-Man to twist and kick Venom with such brutal force that it wrenched his head around almost 150 degrees. Spider-Man then compounded Venom's injury by grabbing his twisted head and back-flipping while holding him so that his head slammed into the ground when he landed.

"Stay down . . ." Spider-Man growled. ". . . or I'll think you're asking to die."

The five hostages were taken aback. _Spider-Man_ hadn't just said he was going to kill Venom, now had he?

"Now it seems you're getting serious," Demitri remarked mockingly. "Your blows even manage to sting."

Spider-Man chuckled darkly as the web patterns on his suit distorted into broken chains and the reds darkened to match the black that the blues had already become. "Sting? I guess I'm still holding back. Dunno why I bothered with that, not like you can't take it."

One second later, Demitri's nose and jaw were both busted by a very angry Spider-Man in two moves. Demitri staggered back, surprised by the level of Spider-Man's ferocity if not actually felled by it. To the disgust of the hostages, he simply forced his jaw and nose back into proper alignment and laughed at Spider-Man.

"What the hell is so funny?" the wall-crawler spat.

"You, child," Demitri replied. "It's amazing how tightly humans can embrace savagery and monstrosity when the things precious to them are threatened."

"My friends . . . aren't things," Spider-Man hissed. He attacked Demitri again, only to be snatched by the throat in mid-lunge and slammed to the ground.

"You took something important from me," Demitri stated coldly. "I feel it's only fair I take something important from you."

"Like . . . my . . . friends?"

"Yes, like them. Although the ladies seem more inclined toward you than in the manner of mere 'friends.'"

Ben and Harry looked askance at Gwen, Liz, and MJ, who looked just as confused. Demitri was talking about _Spider-Man,_ not _Peter,_ and they barely knew Spider-Man. Hell, Harry barely knew Spider-Man and Ben was so new to town that he couldn't know Spider-Man, either. So how was Spider-Man supposed to consider them friends? Unless . . .

Spider-Man fired webs right at Demitri's face, temporarily blinding him and leaving him free to punch, kick, and elbow the ancient vampire to his heart's content. Then Demitri ripped the webs off his face and grabbed him again, throwing him into the wall with enough force to completely shatter a normal human's spine. For Spider-Man, it was just an ache that he'd be feeling later but was too angry to care about right then.

Chains made of black webbing ripped out of Spider-Man's costume and attacked Demitri viciously, only for Demitri's cape to harden into a shield around him. Once the chain attacks ceased, he unfurled his cape as demonic wings and soared at Spider-Man, only for Spider-Man to jump-kick him hard enough to break his neck. Compounding it was Spider-Man jumping on Demitri's body and surfing him into the wall, which did further damage to his neck due to the angle of impact.

Spider-Man back-flipped off Demitri's still frame, only to be grabbed in mid-flip by Venom, who brutally slammed him to the ground. "Nice suit you borrowed from us . . ." Venom snarled.

"Thanks!" Spider-Man retorted, kicking Venom off him and lashing out with web-chains. "I think I'll keep it this time!"

Venom dodged Spider-Man's assaults as he charged at the wall-crawler, who resorted to web-bullets that simply bounced off Venom's symbiotic armor. "Were those supposed to hurt?"

"Yes." The malice with which he spoke that one word chilled the hostages to the bone.

"Not a bad idea . . . but you don't have the caliber for it," Venom mocked, before shooting massive web-bullets at Spider-Man, which Spider-Man threw himself into overdrive dodging.

"You're going to let me save my friends," Spider-Man snarled. "Or I'm going to save them, but after wasting a lot of time and effort putting you down like the mad dog you are."

To prove his point, he ensnared Venom in a web-chain and pulled him to him for a brutal kick. Having momentarily downed Venom, Spider-Man returned to what he'd intended to do in the first place, and ripped his friends free of their web cocoons.

"Get out of here . . ." he hissed.

"Peter . . ." MJ whispered. "What's happening to you?"

Spider-Man lifted his hand, looking at the black material and twisted chainlike webbing patterns covering it. Just then, his spider-sense flared angrily, warning him of danger. He whirled sharply, turning his back to Mary Jane. "Get out of here. I can't have more deaths on my conscience."

"More deaths? What are you . . . ?" Gwen started to ask, but MJ and Harry quickly pulled her away, although Harry was chilled by the sickly green glowing eyes behind Spider-Man's mask lenses.

_Did he take the Green, too? Is that why he's acting like this?_

Both Venom and Demitri got up, looking no worse for wear, and both wearing nasty smirks on their faces. "Why leaving so soon, Spider-Man? You haven't seen our greatest trick yet!"

"I'm not in the mood!" Spider-Man snarled, lunging at the two. Demitri repulsed Spider-Man viciously, only for Spider-Man to flip backward, catch himself with his webbing, and land on his feet.

"Say hello . . . to my newest bride . . ." Demitri whispered maliciously.

Just then, a strawberry blonde, unearthly pale young woman emerged, her blue eyes glittering with an inhuman light that belied the beauty of her facial features. She wore a white dress that might have been designed by someone obsessed with 18th-century women's fashion and modern-day gothic fashion who decided to blend their obsessions into one garment. Despite her inhuman beauty, the part of the corrupted web-slinger that was still Peter Parker recognized her.

". . . A-Aunt May . . ." he stammered, horrified. The black of his suit brightened to red and blue once again, while the twisted chain-webs reverted to a more ordinary webbing pattern, and he fell on his knees in despair.

_I'm sorry, Uncle Ben . . . so sorry . . . I failed to do the right thing and you paid . . . and now Aunt May's paying because of the enemies I've made . . . I'm so sorry . . ._

"And now for the coup de grace," Demitri spoke, as he was about to kill Spider-Man. At that moment, the five teens stood in front of the wall-crawler, ready to put their lives on the line to protect him.

At that same moment, Venom grabbed Demitri by the wrist. "NO! _We_ get to kill him!"

Demitri glared at Venom malevolently. "You do not want to know the price of crossing me . . ." he whispered as he began to transform into something more obviously inhuman. In response, Venom simply began to tense up in readiness for combat.

"We could say the same to you."

* * *

End Notes: There you have it. Aunt May has been de-aged and transformed into a vampire by Demitri, Spider-Man is being rapidly consumed by the evil of the two venoms inside him, and those closest to him might very well know his secret identity. Things couldn't get worse, right? Well, they can, considering that Venom and Demitri are about to slug it out for the right to kill Spider-Man; hopefully, Morrigan and Lilith show up to stop them in time. To see how this is going to turn out, stay tuned for the next chapter!


	6. A Stroke of Hades' Genius

"Advent of Midnight"

Chapter 6: "A Stroke of Hades' Genius"

Disclaimer: Spectacular Spider-Man and all associated properties and characters belong to Marvel Comics and Marvel Studios. Darkstalkers and all associated characters and properties belong to Capcom. I make no money from this story, and gain no other material compensation for writing it.

Author's note: Well, things are just getting worse and worse. Peter is being slowly consumed by a bloodthirsty symbiote-vampire hybrid dwelling inside him, his identity has been presumably exposed, and his dear sweet aunt has become an undead bride of Demitri Maximoff. Not to mention Venom and Demitri are about to fight over who has the right to kill him. If things don't get better soon, who knows what'll happen to Peter and friends?

* * *

Demitri threw Venom aside, only for Venom to flip and land in a crouching position on the wall, snarling at Demitri.

"You're going to regret that . . ."

"And you'll regret crossing me. You and your parasite."

Venom shot a web at Demitri, binding his arms, only for Demitri to rip free. Of course, Venom had lunged at Demitri while the vampire was freeing himself from the web and scored a punch that briefly staggered Demitri. Demitri retaliated by punching Venom so hard that Venom flew through the wall and out of the church, plummeting to the ground.

"That takes care of you," Demitri sneered. He turned to the kneeling Spider-Man. "And now for _you._"

"You . . . you took her . . ." Spider-Man whispered angrily, the vampiric symbiote beginning to cover him once again. "You took her from me . . . you took . . . the closest thing to a mother . . . I'd ever known . . ." He looked up at Demitri, furiously glowing green eyes staring at the vampire from within the eyepieces of the mask. "_I'LL KILL YOU!_"

He immediately sprang from his position on the ground, somersaulted in midair, and landed with a brutal kick to Demitri's head. Skidding past Demitri, he whirled and threw a roundhouse kick at Demitri, only for Demitri to block and throw him by the leg. Spider-Man merely flipped and landed on the ceiling, then jumped down with a punch to Demitri's face. He landed in a handstand off which he pushed himself and twisted into a kick to Demitri's stomach.

Spider-Man fired webs right into Demitri's eyes and proceeded to beat him mercilessly to distract Demitri from freeing his eyes from the webbing. Finally, Demitri caught Spider-Man by the arm and threw him into the wall, only for Spider-Man to flip and land on the wall in a crouch, then spring off it to tackle Demitri viciously.

"You really think you can kill me, boy?" Demitri sneered just before kicking Spider-Man off him. Undeterred, the web-slinger caught himself with web-lines and then swung in for another kick.

Just then, Venom swung back in lunging at Spider-Man, only for Spider-Man to twist around and kick him in the head. Spider-Man twisted again and delivered a brutal spin-kick to Demitri. Having downed both opponents, Spider-Man turned to Mary Jane, Gwen, Harry, Liz, and Ben.

"Get out of here. Now."

"Petey . . ." Liz uttered.

"Fine, man," Ben said solemnly. "Do what you have to." He turned to the others. "Come on."

As the five former hostages began to leave, Spider-Man noticed Demitri and Venom beginning to rise again. "Now I don't have to hold back . . ." he snarled, web-chains ripping out of the symbiotic matter of his suit and lashing with enough force to break skin and even pierce Venom's symbiote.

Then Venom caught one of the chains and used it to yank Spider-Man toward him, only for Spider-Man to knee him in the head and flip off him and twist to kick Demitri in the chest. Skidding to a stop on the ground, Spider-Man whirled around and lashed out again with his web-chains, trapping both Demitri and Venom.

"_Die!_" Spider-Man screamed.

"You first, 'bro,'" Venom taunted, ripping free of Spider-Man's chains along with Demitri, who had transformed into what seemed to be a bat-winged, demonic version of himself.

Demitri flew at Spider-Man, grabbing him by the head and throwing him out of the church, only for Spider-Man to fire webbing at either side of the hole he'd just been flung through and spring back inside. As he did, he threw himself into a flying kick that hit Demitri with enough force to completely shatter a normal human's ribcage and turn said human's insides into pulp. Being an immortal vampire, though, Demitri was simply pissed off.

"Stubborn, aren't you?" Demitri growled.

"That's Parker, all right," Venom commented. "Doesn't know when to quit. You'd better leave him to us, old man."

"You impetuous brat," Demitri hissed, and whirled to punch Venom, who dodged and socked Demitri in the stomach.

"Oh, good, you're going to kill each other instead," Spider-Man mocked. "Doing my job for me. Thanks."

* * *

The former hostages had reached the officers outside Our Lady of Saints Church, said officers being led by Captain George Stacy. "Are you all alright?" he asked them.

"Yeah . . ." Gwen admitted.

"But Spider-Man isn't," Harry added. "I don't know what happened to him, but . . . I think he's going to do something to those guys."

Judging by the barely restrained fear in his voice, Captain Stacy figured whatever Spider-Man intended to do to the kidnappers was nothing good for his heroic reputation. "Carter, DeWolff, with me. If we have to, be ready to go in there and help Spider-Man."

* * *

Inside the church, both Demitri and Venom turned to Spider-Man and lunged at him, only for Spider-Man to jump up and kick them both. He then fired a web at Venom and yanked him over as he lunged at him, jumping on Venom's chest and _surfing him_ out of the church and down its façade. Once they landed outside, Spider-Man began firing copious amounts of webbing at Venom, the better to trap him.

"There's your killer wall-crawler," Spider-Man snarled at the officers.

At that moment, the still-demonic Demitri descended after Spider-Man, prompting Sergeant Carter to look up and shout, "What the hell is that?!"

Spider-Man chuckled, seemingly unaware or uncaring of the creature descending toward him. Then he whirled and delivered a brutal uppercut to Demitri, sending him flying up again. Spider-Man ensnared him with web-chains and sprang up after him to strike him down with a serious of vicious stomping kicks.

Upon downing Demitri, Spider-Man walked away from his opponent, a cruel leer beneath his mask. "A loser, Sergeant Carter. That's what he is. He lost."

Jean DeWolff looked at Spider-Man. While the wall-crawler had never been anything more to her than a troublemaker causing as many problems as he seemed to solve, the tone of his voice, the way he stood sent a primal shiver of fear down her spine. She looked at her partner, Stan Carter, and noticed a drop of sweat running down the side of his face.

"Spider-Man?" Captain Stacy asked. "What's wrong?"

Spider-Man would have answered with something scathing, but his spider-sense flared as Demitri and Venom both broke free of their binds and moved to attack again. This time, Spider-Man whirled around and just punched them both as hard as he possibly could, all care for their chances of survival gone.

He kneeled down in front of them and whispered harshly to Venom, "I get it. You _want_ to die, don't you? Well, don't worry, 'bro.' I'll grant you your wish soon enough."

Spider-Man turned back to Captain Stacy, although his eyes briefly scanned Gwen, MJ, Liz, Harry, and Ben. He turned to Captain Stacy again. "Are they all right?"

"Yeah," Captain Stacy replied. "Thanks to you."

* * *

Spider-Man merely stared at Captain Stacy, and turned back to look at the downed Demitri and Venom when he saw that they were nowhere to be seen. Clenching his fists in cold fury, he climbed up back into Our Church of Lady Saints, looking for his transformed Aunt May. She was nowhere to be found, either.

"No . . ." Spider-Man murmured softly. He then screamed his disbelieving anguish. "_No!!!_"

The symbiote retreated into him, leaving behind a shivering, sobbing wreck of a teenage boy in a Spider-Man costume. He felt arms wrap around him in a comforting embrace, and his head being pulled into something soft and warm and bouncy. He didn't notice, too engulfed in his loss and his pain to be aware of anything anymore.

Lilith looked at Morrigan and Spider-Man sadly. "Is he broken?"

"Then we put him back together again," Morrigan replied, while pulling back Peter's mask so she could stroke his hair.

* * *

It was almost dawn when Peter finally had the strength to return home, only to find Ben, Anna Watson, and Mary Jane waiting for him. "Peter?" Mary Jane asked.

Peter didn't say anything, the look in his eyes that of a man who'd lost everything that ever mattered to him. Anna stood up and hugged him tightly, at which point Peter just broke, weeping in her arms and repeating the words "my fault" like an insane mantra.

"It's ok . . ." Anna whispered. "You can stay with me and Mary Jane until the police find your aunt May."

* * *

The next day, Peter went to the _Daily Bugle_ to pull some damage control, with Ben escorting him. "Hey, Betts," Ben greeted with an impish smirk.

"Hi, Ben," Betty greeted. Then she got a look at Peter and felt a stab of heartache. The boy looked just so forlorn, so completely lost . . . that it awoke her "big sister" impulses. She immediately got up from her desk and gave Peter a gentle hug. "If there's anything I can do to help . . ."

"Goes for all of us, kid . . ." Jameson grunted.

"Yeah," Robbie added, with Ned Lee and Frederick Foswell nodding in assent.

"Some good news, though," Lee said. "We cleared you of being Spider-Man."

"You did?" Peter asked wanly.

"Yeah," Lee replied. "We found some security footage of you in a Spider-Man costume on Halloween, and we figured that's how it all started. But if you were Spider-Man, why would you do something as reckless as take off your mask in public and then pass yourself off as just another kid in a costume?"

Peter chuckled, although there was no spirit in it.

"It's ok, Peter," Robbie said. "You don't need to laugh to make us feel better."

Peter gently released himself from Betty's embrace and turned to Robbie. "Thanks. That . . . that means a lot . . ."

"Take some time off, kid," Jameson grumbled. "Don't need you chasing that wall-crawling menace in the state you're in now."

"Thanks, Mr. Jameson . . ." Peter murmured.

* * *

For the rest of the day, Peter sleepwalked through school, not really paying attention to anything or anyone around him. The change in his demeanor was so unsettling that even his usual tormenters, Flash and Sally, didn't bother with him. At lunch, Rand came up to him and asked, "How you holding up?"

"Thanks for asking, but I'm . . . I'm hanging in there," Peter replied.

After Rand left, Peter heard a familiar voice say, "Hey, Tiger."

Peter turned and found Mary Jane, Gwen, Liz, and Lilith hanging around him. To his surprise, Sally was there, too, looking as though she didn't want to be there at all but was persuaded otherwise. Peter looked up at them all, rather confused.

"What . . . what are you . . . ?"

"Mind if we sit here for a while?" MJ asked.

"Go ahead," Peter replied.

The girls sat down, and Peter tried to figure out when he'd gotten such wonderful friends. Hell, even Sally was trying not to be as cruel as she usually was on his account. And, as if the world hadn't turned upside down enough, Flash had joined them, bringing Rand along (or was it the other way around?), and Ben and Harry were there, too.

"Wow . . . thanks . . ."

"Can't pick on someone who's too depressed to answer back," Flash answered. "Makes me feel like a jackass."

"You _are_ a jackass, Flash," Ben piped up.

"Shut up, Reilly," Flash retorted. "Can't you see I'm trying to make your dweeb cousin feel better?"

"Got a funny way of doing it . . ." Harry remarked.

Liz, Gwen, Lilith, and MJ all tried at various points during the lunch period to get Peter to talk, but he'd only answer in short sentence fragments. The despondency in his tone whenever he did speak broke their hearts . . . and frankly, it upset Flash and Sally, too. Sally being Sally, though, she expressed her distress somewhat differently from most people dealing with a grieving nephew.

"You know, you could bother to try to fake a smile!" she exclaimed bitterly. "It's not that hard! We're here trying to cheer you up and you insist on sitting there sucking the life out of everything!"

"Fake a smile?" Peter repeated, as though tasting a new food for the first time. "That's rich." He actually did smile, but it was no smile anybody there was used to seeing on his face. No, this smile was toothy and his eyes were alight with a near-demonic malice. (And had his teeth gotten sharper?) "Fake a smile. Yeah. My aunt's only God knows where, with some maniac who's after me because he thinks I'm Spider-Man, and you're asking me to _smile?_" He began to snicker, a low sound that increased in pitch and madness.

"Petey?" Liz asked.

"Smile? Yeah, how about _you_ smile?" Peter sneered at Sally, almost enjoying her terrified gasp.

"Peter, chill, man," Rand asked. "You're scaring her."

"Scaring her?" Peter asked. "She's the one who asked me to fake a smile. I'm smiling now. Like it?"

Gwen gave Peter "the Look." Peter, in his current semi-psychotic state, seemed to just ignore it.

"Smile, huh?" Peter taunted. "Ok. Smile, Sally. _Smile._"

Sally was still gaping at Peter in mute terror.

"No smile? I thought you'd be happy to see me smile." Peter sighed. "Well, I do know one way to get you to smile."

"Puny, snap out of it!" Flash yelled.

"Puny? Me? You must have me confused with someone else," Peter answered.

"You gonna act like a psycho every time something happens to your aunt?" Flash taunted.

Peter chuckled . . . and punched Flash with enough force to split his lip. "What the hell?!" was the surprised exclamation from Flash. Peter merely calmly looked at the blood on his fist and cleaned it off with his tongue. "What kind of freak are you?!"

"The kind you avoid unless you don't like your health."

"Peter!" Mary Jane snapped. "What's gotten into you?!"

"What's gotten into me?" Peter echoed. He snickered briefly, as though Mary Jane had just told a very good joke.

Just then, Flash had gotten up to attack Peter, and Peter caught him by the throat and slammed him onto the table. "_Don't._"

At that moment, a teacher came in, seeing Peter holding Flash by the throat and about to punch him. "Mr. Parker! Stop this!"

Peter turned to the teacher, the unnerving smile still on his face. "Why?"

"Because, Mr. Parker, it's not a good idea to brutalize your classmate on school grounds."

"We . . . we were just trying to help, you jackass . . ." Flash growled.

"Help? I don't need your help. I need the bastard who took my aunt away from me deader than dead, and unless you're up to that, I suggest you keep your 'help,'" Peter sneered. He let go of Flash and walked away from the cafeteria.

"Mr. Parker!" the teacher called. "Mr. Parker! Unless you're headed to the principal's office, I would recommend that you stop!"

Peter turned to face the teacher. "You were saying?"

"Are you aware of just how beyond the pale your behavior has been?" the teacher asked.

"I wasn't aware I was supposed to care anymore," Peter answered coldly.

"Peter . . . I know you're having a tough time of things," the teacher said, his voice softening. "I can take you to the guidance counselor, if you want."

Peter softened, the deadly look in his eyes fading to a sadder look. "Sure. Thanks . . ."

* * *

Thus it was that Peter found himself in the guidance counselor's office . . . and staring right at the cleavage of one Morrigan Aensland. He was perfectly aware that he shouldn't stare, and he didn't want to stare, but there was something almost hypnotic, for lack of a better word, about her exposed flesh.

_Damn hormones,_ Peter thought.

"Peter," Morrigan spoke up. "You're here because there's something that troubles you. You're not going to find the solution between my breasts."

Peter scowled. "Something troubling me? Your psycho ex has my aunt in his clutches, has turned her into a depraved monster, and is probably doing all manner of even more depraved things to her!"

"Monster?" Morrigan repeated with a faint, amused smile. "So are you."

Peter's scowl turned deadly, as black chains of demonic energy reached up from beneath his upturned collar and past his shirt cuff and began to spread over his face and arm.

"Getting angry?" Morrigan taunted, the faint, amused smile still on her face.

"_I'm_ the monster?" Peter asked furiously. "_I'm_ not the one who survives off human blood and spent life energy!" At that moment, the chains of demonic energy were forming into a warped black variant of his costume.

Morrigan's smile widened. "If you want to fight, fine. We'll fight. But not here. We'll attract too much attention, and neither of us wants everyone here knowing just what we are. Isn't that right?"

Her clothes exploded into a flurry of bats that momentarily blinded Peter. When the web-slinger could see again, he found himself on a rooftop, with Morrigan in her battle garb. Spider-Man merely shifted into a combat-ready stance.

"Whenever you're ready," he taunted.

* * *

Immediately, Morrigan blitzed Spider-Man, the wall-crawler barely managing to evade her strikes. Even the ones he managed to deflect nearly broke his bones despite the symbiotic armor and his own enhanced strength and durability. It was only after Morrigan launched herself into the air and came down with her wings wrapped around her legs like a drill that the wall-crawler figured he might be in trouble.

Spider-Man dodged Morrigan's drill attack, but her wings merely opened up and lashed out as tentacles with arrowhead points. Spider-Man retaliated by using his suit to form web-chains that lashed out at Morrigan, entangling with her shape-shifted wings. He charged Morrigan in a burst of inhuman speed, slamming his knee into her gut.

The wall-crawler pressed his advantage by sending his web-chains to grab Morrigan, only for Morrigan to grab the web-chains and use them to yank Spider-Man over to her. By this point, Spider-Man had twisted himself for a side kick, just as Morrigan kicked him. Spider-Man landed on his hands and twisted around to kick her in the gut again.

"You're good," Morrigan admitted with a smirk. "And very sexy when you get like this."

Spider-Man snarled beneath his mask. "I'm not here to amuse you!" He lunged at her again, his hands going for her throat, but Morrigan grabbed his wrists and spread them apart while kneeing him in the stomach to bring him to his knees.

"Actually, you are," Morrigan taunted. "It gets boring, living all these centuries. I have to do something to entertain myself. And mortal toys like you are very entertaining."

"Is that all I am to you?" Spider-Man whispered. "A toy? Something to play with and then throw away once all the entertainment value's used up?"

The despondency in his tone was actually quite heartbreaking. If Morrigan wasn't who she was, she might have been tempted to give the poor boy a hug and a kiss on the lips and assurance that everything would be ok. Actually, she probably would do that, but use it as a pretext to get at his life force. Of course, she'd probably be doing the tormented boy a favor.

To her surprise, though, she found herself kneeling beside him and peeling away his mask so she could see his face. Tendrils of the symbiote clung to the edges of his face, while the whites of his eyes had a pale green shine to them. The expression of his face was almost distilled despair.

"What am I becoming?" Peter asked.

Morrigan brushed his mussed hair with her hand. "It's not me you want to hurt, is it?"

"No . . . it's _him._ He took my aunt from me. He took my only family from me!"

"And you want to take her back and make him pay, right?"

"Yeah. I want to kill him. I want to feel his dead heart in my hands as I crush it."

"What's so wrong with that?"

Peter looked up at her, aghast. "What's wrong? I'm not supposed to be a monster. This power . . . isn't something I can just use with no regard for the consequences! That's how I lost my Uncle Ben!"

"He took your only family from you, right?" Morrigan asked. "And if he lives, he'll pursue you forever. No mortal jail will hold him. So . . . you have only one option left."

"I won't," Peter answered, even as the symbiote writhed within his mind and body. "I won't."

"What about Venom? He's still out there," Morrigan brought up. "And he hates you even more than Demitri does."

"He was . . . he was like a brother to me," Peter murmured. "I still don't know how it could have turned out like this between us."

"These things happen. Take it from someone who's lived so many centuries. Friends come and go. Sometimes, they have really stupid reasons for going."

"He thought . . . I was just using him, using everyone around me, that I didn't give a damn at all about anything except me . . ."

Peter trailed off and almost instinctively buried his face in Morrigan's bosom, shedding the tears that he had been holding in for a long time. Morrigan simply stroked his hair gently, letting the boy drown his sorrows in her chest and wondering just why she was going this far to help him. Wasn't he supposed to be just her toy, her newest diversion from the boredom of eternal life?

_Lilith must be rubbing off on me,_ she mused to herself.

* * *

Soon enough, Spider-Man and Morrigan returned to Midtown High, landing on the rooftop. Morrigan's battle attire exploded into bats that reformed around her body as her civilian clothes, a tight white blouse with several buttons undone to let her chest "breathe" and tight black jeans and white stiletto boots. Spider-Man's symbiotic armor morphed back into his civilian clothes, a black jean jacket over a blue shirt and dark cargo pants with white-and-black sneakers.

The duo entered the school through the roof access and walked down the halls as though nothing was wrong. "Miss Aensland?" a teacher asked.

"Yes?" Morrigan turned to the teacher, a bemused look on her face.

"Where did you and Mr. Parker go?" the teacher asked.

"I figured he needed some fresh air to talk things over better, so I took him on a walk," Morrigan replied smoothly.

"Oh . . ." the teacher said. "Just let the principal know next time. You two gave us quite the scare . . . and his classmates were worried, too."

* * *

After the school day was over, Flash stalked toward Peter. "Hey, Flash, I'm . . ."

"No skin off my nose," Flash cut him off. "Where'd you learn how to throw a cross like that?"

"After all the times you'd stuff me in my own locker, I figured I had to learn," Peter replied with a slight chuckle. "Still sorry, though. You were trying to help, in your own way . . ."

"Sally isn't exactly Miss Sensitivity," Flash mumbled. "Just don't tell her I said that."

Peter snickered slightly.

* * *

That afternoon, Peter hurried to the ESU labs to see Gwen, the Drs. Connors, and Dr. Warren. "Sorry I'm late. Had to serve detention . . ."

"Detention?" a familiar and now-hated voice remarked. "Doesn't sound like you, _Spidey._"

Peter whirled, seeing Eddie Brock wearing a lab coat over his clothes, a black shirt and dark-colored jeans. "Eddie?! What . . . ?"

"I got my job back, bro," Eddie replied. "And I gotta say, the time away was good. Had to get my head screwed on straight. Now that I got everything settled . . ."

While Eddie would have sounded like the epitome of sanity and reason to anyone else hearing him, the psychotic smirk that kept tugging at his lips was all too obvious to Peter, who was clenching his fists tightly as he fought to keep the symbiote down.

"That's . . . that's great, bro," Peter managed to get out. "Really, I'm happy for you . . ."

"Good, little man," Eddie said, wrapping his arm around Peter's shoulders in a seemingly brotherly embrace. "It's really good seeing you again, after all this time."

"Yeah . . . really great," Peter pretended to agree.

Eddie's voice lowered so that whatever he said would be for Peter's ears only. "Just because the _Bugle_ didn't believe us, doesn't mean other people won't. You're never going to be safe from us . . . _ever._ Got us, 'bro'?"

Peter's voice lowered as well. "Come after me all you want. But if you ever, _ever_ go after Gwen or any of my other friends again . . . not a force in this universe is going to stop me from taking you apart. _Both_ of you."

"Peter, Eddie," Dr. Martha Connors called. "As great as it is that you two are getting along again, I'd like your attention on this."

"Sure, Dr. Martha," Eddie answered, letting go of Peter.

"Yeah," Peter agreed.

* * *

As Peter and Gwen were getting ready to go home later that day, Peter noticed someone coming in to see Dr. Warren. This someone was tall, lean, and his face was obscured by a fedora, sunglasses, and a coat with an upturned collar. The clothes beneath that collar were quite dark in color, and he was wearing gloves. Peter didn't know why, but something about that guy just didn't sit right with him.

"Peter?" Gwen whispered while they were on their way to the bus stop. "Can we talk?"

"Sure," Peter replied.

"I mean . . . about the Spider-Man thing . . ."

Peter felt his stomach turn with fear and nervousness. "I guess we couldn't avoid it forever, huh?"

"Yeah," Gwen admitted.

"Listen, how about we talk about it later? I gotta see Dr. Connors about something."

Gwen gave him "the Look," showing just what she really thought about Peter's "excuse."

"Don't worry. We _will_ talk about this. I just can't, right now." Without another word, Peter dashed away from her and back inside ESU. _Now let's see what's going on with Dr. Warren . . ._

* * *

End Notes: I know you guys might be mad at me for not doing anything with Morbius for the past three chapters, so this is my way of making it up to you for those of you who wanted to see more of him. Despite the curveballs that have been thrown Peter's way, he seems to be hanging in there, particularly with a little help from the people who care about him – even people who don't want to acknowledge that they care.

That doesn't mean he can afford to relax; Venom is still after him, and now is close enough to do it anytime he wants. Demitri still has Aunt May. Morrigan and Lilith's agenda for him is still unknown, and Peter is still in danger of being consumed by the embodiment of his darkest impulses and desires. How will he overcome all these challenges? To find out, check out the next chapter and thank you for reading this one.

P.S. Check out my profile; you might find other great stories worth reading that could also use some love. Depends on if you're into Teen Titans or Naruto or that sort of thing.


	7. My Curse Is My Strength

"Advent of Midnight"

Chapter 7: "My Curse Is My Strength"

Disclaimer: Spectacular Spider-Man belongs to Marvel Comics and Marvel Studios. Darkstalkers belongs to Capcom. I make no money or other material profit whatsoever from this story.

Author's note: Sorry for taking so long with this, but I hadn't been feeling inspiration for this story in a while. Listening to some music late at night, though, gave me back that inspiration, and I am ready to resume this story. You'll be getting a taste of what Michael Morbius is capable of with his pseudo-vampiric powers, and the final showdown (for now) with Venom won't be long in coming. There'll even be a special appearance from another demonic Capcom hero . . . but what am I doing delaying like this? Let's rock!

* * *

Peter slipped back into ESU, changing into Spider-Man as he skulked along the ceiling. He made his way back into the lab, but kept himself concealed in a corner. While in that corner, he saw Miles Warren talking to the darkly clad man, who'd taken off his fedora and turned down the collar of his jacket to reveal his face.

"I can't . . . I can't hold it in anymore . . ." the man whispered.

"What do you mean, Michael?" Warren asked.

"The thirst is unbearable!" Michael exploded. "Every day, I hear their hearts pumping blood through their veins, blood that I crave now more than ever! I can't be near people anymore!"

"Something must have happened to get you this upset," Warren mused aloud. "Have the treatments not been helping?"

"No!" Michael replied. "I need _real_ blood! Living blood! And I'm thinking my first taste ought to come from _you._"

"Michael, we can talk about this," Warren said. "I _am_ the one who gave you your second chance, after all."

"Second chance?" Michael mocked. "You made me a monster. It's only fair you reap the fruits of your wicked labors."

"Wicked? I am a man of science, young man. Science is a process of trial and error, figuring out what works and what doesn't through experimentation. There is nothing wicked about what I've done."

Michael lunged at Warren, unable to bear the self-important man's smugness any longer, only to be stopped by a binding web from Spider-Man. "Hey, the man creeps me out, too, but that's no reason to kill him," Spidey quipped.

"Stay out of this!" Michael roared, ripping free of the webbing and attacking Spider-Man, who collided with him in midair and brought him to the ground. The two superhuman young men wrestled on the floor, only for Spider-Man to kick Michael off him and assault him with exploding web bullets that trapped him against the wall.

"What's going on here?" Spider-Man asked. "What'd you do to piss this guy off enough for him to try to kill you?"

"It was an experiment," Warren replied. "It went wrong."

"Don't you mean 'right,' Doctor?" Michael mocked, just as he ripped his way loose from the web cocoon.

"What are you talking about?" Warren asked.

"Don't insult me," Michael sneered, stalking toward the not-so-good doctor. "You wanted me this way. Adapting a vampire bat's abilities to a human genome for enhanced night vision and agility, making the perfect infiltrator."

"How do you know this?" Warren asked.

"Let's just say a little kitten told me," Michael replied with cold satisfaction. "And she's been here before."

_I should have known,_ Spider-Man thought. _Nobody recommended by Osborn can be trusted to have actual ethics._ Aloud, "Well, now that we all know that little detail, what do you suggest we do?"

"Kill him, of course," Michael replied tersely.

"Sorry, we can't do that," Spider-Man denied. "He might be scum, but we can't kill him."

Just then, Michael seemed to disappear from sight – only to reappear grabbing Warren by the neck. "And what makes you think we can't?"

"Because outright murdering someone isn't something decent people do," Spider-Man answered. "So drop him. Or I'll drop you."

"Listen to him!" Warren pleaded.

"Shut up," Michael hissed. "You just want to save your own pathetic life!"

"Nothing wrong with wanting to live, even if he doesn't particularly deserve it," Spider-Man quipped, shooting a web right in Michael's face to momentarily blind him. Michael dropped Warren and ripped the webbing off his face, while Spider-Man caught Warren. "Run for your no-good, worthless life, or I'm going to feed you to him."

"There is a way I can fix this, Michael!" Warren exclaimed.

"Don't lie to me!" Michael snarled.

"Great, you still wanna push your luck?" Spider-Man muttered as he interposed himself between them. "What the hell's wrong with you?"

"Listen to me!" Warren insisted. "Doctor Connors created something called the gene cleanser, a chemical substance that can remove impurities from human DNA. I can give it to you . . . but only if you do something for me."

"No dice!" Spider-Man shouted. "Michael, he's just trying to trick you!"

"I'm not!" Warren exclaimed. "The gene cleanser really does exist!"

"Doesn't mean he's gonna give it to you!" Spider-Man rejoined. "It's called the carrot and the stick! He dangles the cleanser in front of you to keep you loyal, and makes you do his dirty work!"

"Actually, it's something that concerns you as well, web-slinger," Warren added more calmly. "Remember that black costume of yours? The one that miscreant Venom seems to be wearing now? _I know where it came from, and it came from this lab._ Would you like that to come out, Spider-Man?"

Spider-Man snarled low in his throat, as the symbiote began to flare up inside him. _**Kill him! Kill him now!**_

_No . . ._ As he fought down the symbiote, his costume briefly darkened, the blues turning a particularly dark indigo and the reds taking on a wine-like shade.

"What do you say, Michael?" Warren asked. "Do you want the chance to get your humanity back? To be as you were? Dying of an incurable blood disease?"

"I'd rather _die_ human than _live_ like _this!_" Michael snarled. "You're going to give me that gene cleanser now, or I'm going to rip your throat open and drink deeply!"

"Actually, I'm not . . ." Warren replied with a smirk.

"And what are you smiling for, Doctor?" Michael interrogated angrily.

_Spider-sense!_ Spider-Man thought. _Aw, crap._

Just then, campus security came in, having heard the noise of the fight between Spider-Man and Morbius. "What's going on, Doctor?" one of the officers asked.

"These two broke in here and tried to steal some important specimens from my lab," Warren replied. "As for the case of a particular alien specimen that went missing some months back, ask the web-slinger about that."

"What does he mean, Spider-Man?" the officer asked.

Just as Spider-Man was trying to come up with an answer, Michael blitzed the officers, easily outrunning their bullets. He grabbed one officer by the throat and, just like he'd said he was going to do to Warren, ripped it open and drank while using his body as a shield. And all that had happened so fast even Spider-Man couldn't react in time.

"Michael, _no!_" Spidey yelled. "Think about what you're doing!"

Michael threw the officer's body aside once he'd drunk his fill. "I'm a monster. I don't _have_ to think about what I'm doing."

"You son of a bitch!" one of the remaining officers yelled, shooting furiously at Michael.

_I've gotta stop this, before anybody else . . ._ Spider-Man thought. He fired a web to clog the officer's gun and another web to grab Michael. Just before Michael could break free, he grabbed a stool with yet another web and slung it at the window, breaking it. He jumped out with Michael and swung away from the lab as fast as he could while outrunning gunfire.

* * *

Once the two were a safe distance away from the ESU lab, Spider-Man threw Michael at a wall. Michael ripped free of the webbing and landed on the wall in a crouch, then vanished from sight. Spider-Man's spider-sense went off, just before he got punched in his masked face by Michael. Spider-Man twisted in midair and landed on the roof of a car as Michael jumped down for him, only for him to flip off the car and onto the street.

"What the hell's going on with you?" Spider-Man asked.

"Your Professor Warren," Michael snarled. "He made me like this. Do you understand?"

"Killing him's not gonna solve your problem!" Spider-Man yelled.

"No," Michael admitted, "but I'll feel better knowing he can't do it to anyone else."

"Vengeance isn't justice, Michael," Spider-Man insisted.

"It doesn't matter what you call it," Michael snapped. "Warren is an evil man. He needs to be stopped."

"And he will be. Just not like this. Not by killing him."

"Don't try to stop me. If you do . . . you'll be my enemy, too . . . and you'll end up just like that guard."

"Yeah, speaking of that, what the hell is your damage going after an innocent guard? Warren lied to him about what was going on! That was no reason to chomp on him!"

"From the moment he raised his gun to me, he was my enemy, and I don't believe in showing mercy to my enemies. Do you? Isn't that why they keep coming back for you? Isn't that why your precious aunt is still in their clutches?"

Spider-Man snarled, as the symbiote flared up once again, forming the twisted black spider-suit over his body. "How do you know about that?!"

"I smelled you, snooping around," Michael replied. "Parker."

Spider-Man lunged at Michael, catching him by the chin with a brutal kick. The web-slinger pressed his advantage, pelting Michael with a series of rapid-fire kicks and punches. Just then, Michael caught his wrist and squeezed, which merely made Spider-Man spray him in the face with chain webbing. Spider-Man kicked Michael away from him and flipped back, pressing his advantage further with a mass of web-chains that bound the vampire.

"Amazing," a familiar and hated aristocratic voice remarked. "Human science can even create hollow facsimiles of vampires."

Spider-Man didn't even hesitate, whirling around in hateful fury and punching Demitri hard in the chin. Seeing that his blow had staggered the vampire lord, Spider-Man pressed his advantage by jumping into the air and drop-kicking Demitri in the chest. He delivered a series of vicious high-speed punches to Demitri and finished his assault with a spin kick . . .

. . . that Demitri caught.

"Not bad, child. It's amazing what a human can do given sufficient motivation."

"I'm not here to impress you," Spider-Man growled, shooting Demitri in the face with a web bullet. The shock of the strike forced Demitri's grip to loosen just enough for the wall-crawler to pull his leg out and twist into a series of rapid-fire aerial kicks to the vampire lord. "Now where's my aunt, you son of a bitch?!"

Just as he was about to strike him again, Demitri vanished, and reappeared behind Spider-Man, smashing him in the back of the head with a two-handed fist. The hit knocked Spider-Man for a loop, which allowed Demitri an opening that he ruthlessly abused. Demitri punched Spider-Man again and again at insane speed, each hit landing with the force of a locomotive. He finished the assault with a snap kick that threw Spider-Man into a car, the force of the impact making the car crumple around him. Just as Spider-Man was about to get up, Demitri sped over to him and crumpled the car around him, making a kind of coffin for him.

"Would you like to know?" Demitri taunted. "Your aunt makes a lovely bride. She's also quite passionate, particularly when we're in bed." Picking up the car-cum-coffin as Spider-Man struggled wrathfully inside it, Demitri shifted into his gargoyle-like demon form and flew ahead to the Hudson River, where he deposited the heap of metal . . . with Spider-Man still in it. "Goodbye, spider-brat. In the end . . . you were nothing more than temporary amusement."

He flew away from the Hudson River, ready to break the news to Morrigan that her latest toy wouldn't be showing up for any more play dates. All in all, he supposed it hadn't turned out that badly; he'd still gotten a concubine out of the arrangement, and he was going to get more. Maybe he could add that thief who called herself the Black Cat; she'd certainly provide amusing company.

* * *

As the car-coffin sank deeper into the Hudson, the symbiote exploded into a mass of chainlike blades that ripped it open, freeing Spider-Man. He swam up to the surface and then moved on to the nearest bridge, shooting a web-line to pull himself up on. Once safely on top of the bridge, he rolled onto his back, breathing heavily. In that respect, at least, he was still human.

_Two vampires,_ he thought. _As if one wasn't bad enough, and now I'm gonna be a hunted fugitive again. Not to mention that bastard's doing things to Aunt May that I'd really, really like to not think about._ He let the symbiote retract, reverting to his normal red and blue. _Well, I might as well cut my losses and get back to Mary Jane and Mrs. Watson. They're probably worried._ He fired a web-line and swung off the bridge.

* * *

Indeed, the Watson women _were_ worried about Peter, as they both hugged him tightly when he came back. (He wasn't in costume, by the way; he'd made sure of that.)

"Peter . . . you shouldn't be staying out so late," Anna admonished him.

"Sorry, Mrs. Watson," Peter replied. "I had to do something."

"None of this 'Mrs. Watson' nonsense," Anna demurred. "It's Aunt Anna to you."

"Sure, Aunt Anna," Peter assented.

"Your dinner's in the refrigerator, you can warm it up if you're hungry," Anna offered.

"Thanks, Aunt Anna," Peter said.

* * *

As Peter ate his dinner, Mary Jane hung around, watching him. Peter smiled almost ironically. "See something interesting?"

"Tiger, I'm worried about you," Mary Jane replied. "Running around in that costume, it's gonna get you killed."

"I don't exactly have the option of putting the costume away and living a normal life," Peter answered dryly.

"Of course you do!" Mary Jane insisted. "Just hang up that thing."

"_I can't,_" Peter retorted.

"Why not?"

"I made a vow on Uncle Ben's grave. I promised that I would live up to the responsibilities that come with this power, because he suffered the consequences of my selfishness to begin with."

"What do you mean?"

"When I first got these powers, I thought I could use them to make money and get famous. Then I ignored a thief I could have stopped simply because I was pissed that I wasn't gonna get paid. That thief killed Uncle Ben. _That's_ why I can't stop being Spider-Man, because stopping being Spider-Man means other people die that I could have saved. Does that answer your question?"

Mary Jane looked at Peter, utterly startled. She never would have imagined that he'd been carrying such a burden all this time. She'd suspected a little bit, but having seen him in action as Spider-Man answered a lot of her questions about why he was so flaky. No wonder he'd never seemed to have time for typical high school things; he was busy fighting monsters. Then again . . . there was something to be said about those who fought monsters, namely that they didn't end in such a good place.

"Peter . . . you have my word," she said, "that I'm gonna be there for you. You don't have to carry that responsibility all by yourself."

Peter smiled again, this time sincerely. "Thanks, MJ. You're a good friend."

Mary Jane kept her calm expression, even if the word "friend" slightly stung. Why should it have, though; _she_ was the one who told Peter she wasn't interested in a relationship with him. What had changed? Other than her newfound respect for him, her admiration of his determination to live up to the obligations that came with his power? He truly was a good kid . . . too good for . . .

"MJ?" Peter asked.

"It's nothing, Pete," Mary Jane replied.

"No, it's something," Peter insisted. "What is it?"

"Venom's Eddie Brock, isn't he?"

Peter was taken aback by the blurted deduction, but couldn't find it in himself to lie to her. "Yeah, he is."

"That black suit . . . it does something to people, doesn't it?" Mary Jane mused aloud. "It makes them crazy. Makes them stronger, but it makes them crazier, too. And with someone like Brock, it's even worse."

"What do you mean, 'someone like Brock'?"

"I mean, Peter, that guy was messed up before he got that suit, and if it turned _you_ into a total asshole, him turning into a total psycho willing to feed your aunt to a deranged vampire – not to mention what he tried with Gwen . . ."

Peter had to admit, she had him there. He and Brock had been friends for a long time, almost like brothers, but Peter couldn't help but feel that maybe, just maybe, he never really knew Eddie at all. And if Eddie had been suffering inside, feeling so alone, and Peter had never taken the time to notice . . . that made him feel doubly guilty. If he'd been a better friend, maybe Eddie wouldn't have turned to the symbiote for the love and companionship he felt he wasn't getting from the actual _people_ in his life.

"You're beating yourself up, aren't you?"

"Yeah. He was my friend. I should have noticed, done something, tried to be there for him, but all I could think about was solving my own problems. And my oldest friend is now my worst enemy."

Mary Jane walked over to Peter and put her hands on his shoulders. "People make their own choices. Sometimes people drift apart. Sometimes they do stupid things to each other. If he honestly wanted to be your friend, he'd have tried to get the story straight before doing what he did."

Peter chuckled bitterly. "You _are_ aware that I couldn't tell him what really happened, right? Not without telling him I'm Spider-Man."

"That reminds me, Tiger . . ." Her grip on his shoulders grew firmer. "Why didn't you tell us? It's not like we'd rat you out to the nearest cop or reporter. Gwen's crazy in love with you, so she'd be the last person to do that, and I know a thing or two about keeping secrets myself."

"I couldn't put you in danger like that," Peter replied.

"We're already in danger just from knowing you, if you think about it like that," Mary Jane shot back. "You could at least bother to give us a heads-up."

Peter chuckled self-deprecatingly. "You have a point there."

Mary Jane leaned down and gave Peter an affectionate kiss on the cheek. "Don't worry about it. You've got me and Aunt Anna, and Gwen, Harry, Liz, and Ben will be there for you, too."

"Thanks," Peter said. "You're . . . you're great, Mary Jane."

"I know," Mary Jane responded with a mischievous smile.

* * *

Feeling exhausted from the fights with Michael and Demitri, Peter went straight to bed after he'd finished dinner. No sooner than he'd closed his eyes to go to sleep, he heard a young female voice singing something oddly familiar.

"_Living on the edge, fighting crime, spinning webs/Swinging from the highest ledge, he can leap above our heads/Ah-ah, ah-ah-ah/Ah-ah- ah-ah-ah-ah . . ._

"_Villains on the rise and the city's victimized/Looking up with no surprise, arriving in the speed of time/Ah-ah, ah-ah-ah/Ah-ah-ah-ah-ah-ha . . ._

"_Spectacular, spectacular Spider-Man/Spectacular, spectacular Spider-Man . . ."_

The singing dropped into humming, only for actual words to become distinguishable soon enough. _"Spectacular, spectacular Spider-Man/Spectacular, spectacular Spider-Man!"_

Peter whirled to the other side of his bed and saw Lilith staring at him, her pinkish-red eyes twinkling with amusement and desire. In fact, she wasn't just staring at him; she was _in the bed with him!_ "What are you doing here?" he asked.

"This is your dream, silly," Lilith replied.

"Why would I be dreaming of you?" Peter asked skeptically.

"Because you can't resist my gorgeous body," Lilith answered impishly, licking her lips teasingly.

"Right . . ." Peter drawled.

Lilith smirked sexily at Peter. "Succubae can do this, you know. Walk into men's dreams and all. I could give you a really nice dream right now."

"Not interested," Peter replied. "Now, why are you here?"

"Can't a girl just want to give the boy she likes some comfort?"

"When that girl's you? Forgive me for being skeptical; I just happen to like living."

"I won't take that much . . ." Lilith pouted cutely.

Peter just stared at her skeptically, completely unconvinced. He was starting to believe that it was more trouble than it was worth to try to date outside the human race, and when he said "human," he made allowances for mutant freaks like himself. Science, at least, was something that made sense. Demons, magic, that sort of thing did _not_ make sense to him at all.

"What's going on?" he asked.

"Big sis is playing with one of her boy toys again," Lilith replied. "I'm bored."

"So I'm supposed to help you alleviate your boredom?" Peter remarked, the question sounding more like a statement than an actual inquiry.

"Yeah, and I like you," Lilith added. "You're sweet."

"Wait, who's this guy Morrigan's messing with?" Peter asked.

"Are you jealous?" Lilith asked teasingly.

"No," Peter replied with a straight face.

"Hmm, he's supposed to be this big-shot demon hunter," Lilith went on. "And I say you're totally jealous."

"Well, I say you're full of it," Peter retorted.

"Is this pre-make-out banter? I like it," Lilith quipped.

"Wait, wait, wait! 'Demon hunter'?" Peter asked. "Morrigan's messing around with a demon hunter?"

"It's ok, he's a nice guy," Lilith replied airily. "Kinda reminds me of you when you're Spider-Man. Big mouth on him, can't shut up to save his life . . ."

Peter chuckled.

"I made you laugh. That _proves_ you like me!"

"Fine, maybe I _am_ a little attracted to you. Doesn't change the fact that you're trouble."

"You've got no problem with that thief in the catsuit," Lilith commented. "What is it? Is it because she has bigger boobs than me?"

"I had more important things on my mind at the time than her bra size," Peter answered stoically.

"Ha! You totally checked her out!" Lilith insisted.

"And you know this how, exactly?" Peter asked.

"I'm very good at reading people," Lilith replied. "You're not the best liar when you don't have your mask on. Now can we _please_ start making out?"

"I don't even know you that well yet!"

"Oh? Are you holding out for someone? Like Liz? Or MJ? Or is it _Gwen?_"

Peter sighed. "I don't know. I honestly don't know. I know she wants to be with me, and I . . . but with the kind of danger my being Spider-Man brings into her life . . . maybe she'd be better off without me."

Lilith smiled sweetly at Peter. "Haven't you thought of asking _her_ first? It's her life, too."

"And that's why I can't," Peter rejoined. "I don't want her to be thrown off a bridge by some lunatic with a grudge against Spider-Man!"

"Well, you'll be there to catch her if that happens, won't you?" Lilith insisted.

"Are you trying to seduce me or trying to be my therapist?" Peter wondered.

"Can't I do both?" Lilith asked innocently.

"Do you have a license?" Peter quipped.

"Do _you?_" Lilith answered back.

* * *

Meanwhile, Demitri had entered the Aensland Estate with the intention of telling Morrigan that her wall-crawling boy toy was very much permanently indisposed. He had another thing coming when he teleported into her room, namely that she was in bed with a man with tousled white hair, one that he recognized very well.

"So you've moved on quickly," Demitri commented. "I should have known you never really cared for that pathetic arachnid."

"Who's he talking about?" the white-haired man asked Morrigan. "Your special project?"

"Yes," Morrigan replied, "and he's not quite as dead as Demitri seems to think, Dante."

"And you know this how?" Dante asked. "Never mind. You just know. Now let's kick this hombre out of here!" He sprang out of bed, completely unmindful of his nudity, and threw on a pair of leather pants while fighting Demitri, who threw him into a wall. Dante bounced back, pulling a double-barreled gun off the dresser and shooting at Demitri, who dodged.

_Right_ into a corkscrew kick from Morrigan, complete with her wings wrapped around her legs like a drill. Demitri roared in outrage and moved to attack Morrigan, when Dante shot at him again. This time, Demitri caught Dante's bullet and _threw it at him,_ only for Dante to deflect the bullet with the barrel of his gun, the bullet embedding in a wall. Demitri lunged at Dante while Dante was distracted by deflecting his own bullet, slamming him through a wall and into the next room.

Dante caught his other gun and back-flipped onto the far wall, springing off it in a tornado spin while firing like a madman at Demitri. For his part, Demitri shifted to demon form for greater resilience against Dante's bullets. To his surprise, the bullets were still hurting him and hurting him _a lot._ The storm of gunfire backed Demitri right into an energy blast from Morrigan's fist, and Dante sped up to the vampire lord to deliver a brutal uppercut that knocked him out of the Aensland Estate through the roof.

Demitri was quick to recover, but Dante had pulled out a sword and was now slashing rapidly at him. Getting angry, Demitri caught Dante's blade and tugged viciously on it to pull Dante over to him so he could choke the life out of him. Dante, not willing to play along with that scenario, just kicked him in the stomach and flipped away from him while proceeding to shoot him up all over again. He finished by going into a tornado spin while holding his sword, cutting into the vampire lord's steely flesh like a drill.

"Had enough?" Dante asked. "I mean, I understand if you have. I play rough, and not a lot of people can handle that. But if you still wanna party, club's open _all night!"_

Demitri spat blood at Dante. "Hmph. Sun's almost out, and I don't have enough time to kill you. By the way . . . your brother wanted me to pass a message on to you. He says, 'Hi.'" With that, Demitri ascended into the sky, flying away.

"What the hell?" Dante uttered in shock. He looked at Morrigan, who was now dressed in her usual outfit. "Do you know what he was talking about, because I sure as hell don't!"

"Your brother, or should I say, Nero Angelo, has made quite a name for himself in Makai," Morrigan replied.

"Just as he wanted . . ." Dante murmured. "Damn it."

"I'd better get ready myself," Morrigan said. "Have to make sure Spider's all right, although Lilith's probably taking care of him now."

"Lilith? You mean your Mini-Me?" Dante quipped.

"She's taken a shine to him . . . and so have I," Morrigan admitted.

"Didn't know you were into kids."

"He interests me more than most mortal boys, hell, most mortal men, anyway." She smiled slowly at Dante. "You are welcome to help me fix up the house if you want."

"I've got nowhere I need to be," Dante responded with a chuckle.

* * *

End Notes: There you have it. Michael Morbius seems to have given in to his vampirism, Demitri has been sorely disappointed by this most recent turn of events, Peter and Mary Jane have had some time to work things out together, Lilith is visiting Peter in his dreams for a little nighttime loving, and Morrigan's got herself a demon hunter boyfriend!

I should mention, though, that this Dante is the same Dante from the _Devil May Cry_ videogame series and its manga/anime adaptations, which means that the usual cast – Trish, Lady, Nero, and Vergil – will be showing up, too, which just makes things more complicated for Spidey. Not to mention that Dante isn't the only demon hunter in town; you'll be seeing mainstays of Marvel's supernatural niche, too, guys like Blade, Hannibal King, Ghost Rider, and the Son of Satan, but revamped for the _Spectacular-_verse. Plus, the other Darkstalkers will be appearing, too, including a certain lovely cat-woman . . .

That's enough spoiler details for now. Hope you had fun reading this, and thanks for sticking with me this long, anyway.


	8. The Cure to Your Poison

"Advent of Midnight"

Chapter 8: "The Cure to Your Poison"

Disclaimer: Spectacular Spider-Man belongs to Marvel Comics and Marvel Studios. Darkstalkers and Devil May Cry belong to Capcom. I make no money whatsoever from this story, nor do I receive other material compensation; I'm just doing this for fun.

Author's note: This chapter will see the resolution (such as it is) of the Venom storyline. Peter Parker and Eddie Brock will have one last showdown, and what happens there will set the stage for a lot of what happens next in this story. Let's just say that even if you think you've seen the last of Eddie Brock, you haven't seen the last of the symbiote, particularly not with its unwitting offshoot still bonded to Peter.

He won't be the only one, though, as you'll find in due time. Not to mention that with Dante and company from _Devil May Cry_ in the house, and the local supernatural heroes of the MU coming in, it's going to be one crazy party. Hopefully you can hang on for the ride. Anyway, time for the story!

* * *

When Peter came down for breakfast with Anna and Mary Jane Watson, he found Ben eating there as though he'd been there all along. "Hey, Ben, where were you last night?" he asked.

"Just thinking over some things," Ben replied. "How about you? How you holding up?"

"I'd be holding up a lot better if Aunt May was safe," Peter admitted. "It's not ok, but I'm hanging in there."

"That's good," Ben responded. "Now you'd better hurry up and eat, or we'll be late for school." He smiled. "You wanna ride with me, or you wanna go with MJ?"

"Well, I appreciate the offer, but I'll go my own way," Peter replied.

"Sure, bro," Ben assented.

Peter shivered internally. The only person who'd called him "bro" before was Eddie, and he knew all too well how _that_ relationship had ended. Hearing it come out of Ben's mouth disturbed him, because now that Ben knew he was Spider-Man . . . If their relationship turned out just like his with Eddie, he didn't want another enemy who knew enough about him as Parker to come after him as Spider-Man.

But Ben would never do that to him, right? Ben was a cool guy.

_So was Brock,_ the dark inner voice whispered. _And you know what happened with him. Why you didn't kill him when you had the chance, I'll never understand._

_Shut up,_ Peter retorted harshly. _I'm not listening to you._

_You shouldn't be so trusting,_ the voice hissed.

_Ben's family,_ Peter answered.

_So was Brock, as far as you were concerned, and again – you know what happened with him. Don't be so naïve._

_It's called actually having faith in your friends._

_Friends? Don't make me laugh._

_I'm not trying to._

"Hey, Pete?" he heard Mary Jane ask. "You in there?"

"Yeah," Peter admitted, snapping out of it. "Sorry. I was kinda arguing with myself."

"Funny, Tiger," Mary Jane replied. "But hurry up and have your breakfast. Aunt Anna went to a lot of trouble getting it ready for you."

"Sure," Peter conceded, and dug into his breakfast.

* * *

After breakfast was finished, Peter, Ben, and Mary Jane went to school, Peter by way of web-slinging, and Ben and Mary Jane by way of Ben's motorcycle. At school, Peter quickly changed back into his civilian clothes, and Ben parked his motorcycle and helped Mary Jane off.

"Thanks for the ride, Ben," she said.

"You're welcome," Ben replied. He waved at Peter after spotting him heading into the school building. "Yo, Peter!"

Peter turned to Ben and Mary Jane and jogged over to them. "Hey."

Mary Jane smiled as she saw Gwen heading in their direction. "Hi, Gwen."

"Hi, Mary Jane," Gwen greeted. She gave Peter a look, the "we have to talk _now_" look. Peter shrugged at Ben and Mary Jane, and moved off with Gwen.

"What is it?" he asked her.

"Remember?" Gwen asked in a low whisper. "You promised me we'd talk about the Spider-Man thing."

"Oh, right . . ." Peter murmured, not really looking forward to it.

"So, was it that spider bite back at that field trip last year?" Gwen asked.

"Yeah," Peter admitted. "That's exactly what it was."

"Why didn't you tell me?" Gwen asked, sounding more hurt than angry.

"I couldn't tell anyone," Peter replied. "I couldn't take the chance that one of my enemies would figure out who I was and use the people I love as target practice. That's what happened with Venom. The reason he went after you was that he knew how important you were to me."

"If he already knew who you were, it wouldn't make a difference if _I_ didn't know," Gwen retorted. "Him knowing means me and everyone else you say you care about would be in danger, anyway, so the least you could do is let us _know_ we're in danger." She sighed. "Look, I'm not saying stop being Spider-Man. I get that it's important to you to be out there fighting people who want to hurt other people, but I just . . . if I'm going to be in your life, I want to be in it all the way."

"I know," Peter admitted. "And you are, by the way."

"What?" Gwen asked.

He looked her in the eyes, brown meeting blue. "Important to me. I mean it, Gwen."

Gwen looked at Peter, her expression first one of surprise, then shock, and then blessed joy. _Finally!_ _Finally_ he understood how much he meant to her. She hugged Peter tightly, and Peter hugged her back, sighing contentedly. For a little while at least, he could say that it was good to be Peter Parker.

Ben and Mary Jane watched with smiles on their faces, although a close look at Mary Jane would tell someone that her smile didn't quite reach her eyes. They weren't the only ones watching Peter and Gwen, of course; Lilith, Liz, and Harry had come in just in time to see the two "science geeks" finally resolve the sexual tension between them. Lilith just smiled serenely, while Liz and Harry looked like their hearts were shattering.

Peter pulled back slightly to look at Gwen. "We'd better hurry up and get to homeroom."

* * *

"Yeah," Gwen agreed quietly, and she and Peter walked into Midtown High arm in arm. As they walked the hallways, they were confronted by two brunette girls. One was several inches taller than the other, and wore a loose-fitting shirt with a stretched-out neckline that almost exposed her shoulders. The other was petite, with a gymnast's build, and slightly spiky hair along with tomboyish clothes.

"Peter Parker!" the tall girl exclaimed. "Are you Spider-Man?"

"No!" Peter automatically denied. "For the record, the _Bugle_ disproved that claim, and a guy in an alien costume calling himself Venom is _not_ exactly a trustworthy source of information."

"_Bugle's_ not so trustworthy, either," the tall girl remarked. "Uncle Jonah's vendetta against Spidey totally ruins it."

"_Uncle_ Jonah?" Peter repeated, utterly stunned. "You mean J. Jonah Jameson is your _uncle?_"

"Yeah," the tall girl replied. "I'm Mattie. This is my best gal pal Anya; she interns at the _Bugle._ You might have noticed if you weren't freelance."

"So you _don't_ believe I'm Spider-Man?" Peter asked, getting a little confused.

Anya snorted. "If you're Spider-Man, taking pictures of yourself and selling them would be the biggest con anyone ever pulled. Mattie's crazy for him, though."

"Crazy?" Peter asked. "Crazy how?"

Anya looked Peter in the eye before she spoke next. "Web shrine. She's even converted her room into a shrine to the guy."

Peter was utterly stunned. It never occurred to him that his alter ego might be so popular that girls would want to enshrine him. It was kind of a heady feeling, and also slightly frightening, because he saw the kind of madness that came up when teenage girls really got into something – or someone. All of a sudden, he found himself pitying a certain vampire-playing heartthrob . . .

"Anya!" Mattie pouted, punching Anya in the shoulder. Anya barely looked fazed, although she rolled with the hit.

"Whatever, I'm not the one wetting her pants over a total weirdo," Anya retorted.

"You think Spider-Man's weird?" Peter asked, almost sighing with relief. At least there was some normalcy in this day, and yes, it was kind of sad that he considered being thought of as "weird" to be normal. Still, better that than a one-girl fan club that kind of gave him the willies.

Just then, the homeroom bell rang, saving Peter from the suddenly awkward conversation. He and Gwen went to their homeroom, while Anya and Mattie went to theirs. Peter was hoping to just have one normal day, _one_ normal day. Would that be too much for the universe to grant him? Would it?

Apparently, it was.

* * *

It didn't take too long for word to spread that Peter and Gwen were a couple now. To Peter and Gwen's surprise, Flash simply came up to them after two periods had passed and said, "Congrats. Knew you two eggheads deserved each other." While "eggheads" would have been an insult under normal circumstances, Flash sounded genuinely happy for them.

"Uh, thanks," Peter said, not sure how else to react.

This did not qualify as normal. First, Spider-Man had fangirls. Now, Flash Thompson was actually congratulating him for getting with Gwen. And getting deeper into the realm of the abnormal was what Flash did next. He sidled up to Peter and, in an aside, whispered, "You need any tips, you come to me. I know how to show girls a good time."

Yeah, this was not normal. This was _not_ freaking normal! Hell must have frozen over, that was the only possible explanation for why things seemed to be going his way. Now Flash wanted to give him tips about dating? While the spirit of the offer was not unappreciated, Peter sincerely doubted, based on Flash's public persona, that Flash really knew the first thing about showing girls a good time.

"Uh, thanks," he repeated, still not sure how else to react.

"No problem, egghead," Flash replied, walking away as though nothing had happened.

Gwen looked at Peter skeptically. "Are you as confused as I am?"

"Yes. Very."

"Guess he's warming up to you."

"I'm not sure how I feel about that. While I'm grateful not to be shoved into my own locker anymore . . ."

"It takes some getting used to, doesn't it?"

"That's not even the half of it," Peter answered.

* * *

The good times didn't last long, as a sullen dirty blond boy in a long-sleeved black T-shirt and loose black jeans with a spiked leather collar and wristbands came up to Peter the following period. "You the one who's always catching those pictures of Spider-Man?" he asked grimly.

"Yeah," Peter confirmed.

The darkly clad boy shoved a piece of paper at Peter. "Give Spider-Man this. Make him see." Without another word, he walked away.

Peter looked at the paper in his hands and opened it so he could read it. _"Dear Spider-Man,"_ the letter said, _"I've been a fan of yours since you first came on the scene. I saw you when you started out wrestling, and I followed you when you started fighting crime. I'm asking you now not to fight a crime, but to avenge a crime, a crime committed against my mother. _

"_Some miserable thugs came after her on the street three weeks ago and beat her badly, then took off with her purse. She just got out of the hospital last Thursday, and I've been writing you, hoping you'll get my message. You're a defender of the innocent, right? So defend my innocent mother. Make the people who hurt her pay for what they did to her. Brian Kornfeld."_

Peter folded the letter and placed it in his locker. Just as he closed it, he saw Eddie Brock standing in front of him. "Hey, bro. Not living up to your rep?"

* * *

Peter's first response, driven by a mix of surprise, terror, and sheer fury, was to swing at Brock, punching him down the hall. Brock merely flipped in midflight, his clothes twisting and warping into the black suit. By the time he landed, he was completely engulfed by the symbiote, and the long tongue flickered out maliciously.

"What are you doing here?" Peter asked.

"We're here to settle things," Venom replied. "Now come on, bro. Let's do this."

Black chains ripped out of Peter's clothes, wrapping around his body before unfurling to reveal the black Spider-Man suit. A large whitish-gray, slightly ghoulish spider symbol spread across his chest, with twisted web patterns crawling up from it onto his shoulders and mask and down his arms. Vaguely teardrop-shaped white lenses, albeit jagged along the sides, framed eyes malevolently glowing green.

"Yeah," Spider-Man snarled. "Let's go."

The two symbiote-armored young men charged each other, colliding halfway in a black blur of fists, feet, knees, and elbows. "Wow, you're almost keeping up with us," Venom remarked. "You _really_ are nothing without the suit's power!"

"Like I'm gonna take that from someone who went to alien goo just to feel loved," Spider-Man mocked, punching Venom in the jaw and knocking him into the ceiling. He then ran up a wall and flipped off to kick Venom as he fell, hastening his descent. This time, Venom grabbed his ankle and slammed him to the ground. Spider-Man twisted around and fired a web bullet between Venom's eyes.

Venom recoiled from the hit, and Spider-Man took the opportunity to attack his foe. That opening didn't last long, as Venom got in a punch that sent Spider-Man crashing into the lockers. As if things couldn't get any worse, the noise attracted onlookers, who saw Spider-Man and Venom fighting each other.

"Oh, how fun!" Venom cheered. "Innocent bystanders! Now it's a _real_ party!"

Spider-Man snarled and trapped Venom in multiple layers of webbing. He then turned to the petrified students and shouted, "Get out of here!"

The teachers began escorting the students out of the building while Spider-Man continued his fight with Venom, who'd broken out of his web cocoon. This time, the two symbiote-clad young men ricocheted off the walls, floor, and ceiling as they attacked and counterattacked from every single possible angle . . . and even some impossible angles. Well, the angles were impossible for ordinary humans to conceive of, and neither Spider-Man nor Venom qualified as ordinary anymore.

Just then, Venom got in a lucky hit that smacked Spider-Man to the floor. Spider-Man quickly recovered, but Venom was on him again, assaulting him with a barrage of punches and kicks. The web-slinger blocked as many of Venom's hits as he could, but Venom was running on pure psychotic rage and considering that the symbiote fed off negative emotions, it simply made him stronger.

_Two can play that game, can't we, Parker?_ Spider-Man's own symbiote whispered in his mind. _Give in. Give in, and we'll crush him!_

_No . . ._ Spider-Man answered. _I'm not like Brock. You need me more than I need you._

_We need each other, you fool,_ the vampiric symbiote offshoot hissed. _You're already drawing on my power to fight him. Why not take more?_

Spider-Man ignored his symbiote and punched Venom square in the face, then swung into a kick that knocked him into a classroom and out one of the windows. Spider-Man jumped out of the window, peppering his opponent with web bullets as they descended. Venom retaliated by ensnaring Spider-Man with his webbing and flipping so that Spider-Man was the one who landed on the ground first.

Pressing his advantage, Venom began to beat Spider-Man viciously, punching him in his masked face again and again and again . . . much to the horror of the students and teachers watching. Of course, those students that knew who Spider-Man was behind that mask were even more horrified, because the man under that mask was someone they knew, someone they cared about, someone they . . . loved.

At that moment, someone began charging Venom on a motorcycle going at high speed. "You son of a bitch, leave him alone!" the motorcyclist, his identity disguised by his helmet, yelled at Venom.

Spider-Man looked up at the speeding motorcycle in horror. Instinctively, he shouted, "_Ben, don't!_"

Venom chuckled maliciously. "Reilly. You couldn't do jack against us before. What makes you think that's changed?"

"_This!_" Spider-Man yelled, kicking Venom right into the path of the speeding motorcycle as its rider, Ben Reilly, jumped off . . . just in time for them to collide. As it turned out, the accelerating motorcycle had gathered enough momentum to at least knock Venom around somewhat despite his symbiotic armor.

Venom snarled in rage as he rose to his feet, picking up the motorcycle and swinging it at Spider-Man like a giant club. For his part, Spider-Man blocked the swing by raising his arm, and then turned to Ben. "Thanks for the help, kid, but stay back! This is _my_ fight!"

Ben merely nodded and moved away from the immediate area of Spider-Man's confrontation with Venom, who did not look all that happy with being rammed by a speeding motorcycle. "Always knew you couldn't hack it on your own, you little punk," Venom hissed. "Needed me to keep the bullies of your back, needed your aunt and uncle to keep you warm and safe after our parents died, needed Spider-Man to make money, needed Osborn's dad's connections to get you back in good graces with the Connors, and now you need the black suit to stand a chance against us. You're a weak little weasel, Parker. Always have been, always will be."

Spider-Man began to laugh, surprising Venom. "What the hell's so funny?" Venom asked.

"It's called projecting, Brock," Spider-Man rejoined. "When you take your own insecurities, your own anxieties and fears about yourself, and blame them on someone else. That's what you do. You blame other people for the fact that you're a screw-up, that _you're_ the one who couldn't hack it on your own."

Spider-Man laughed again, but his tone was anything but mirthful; no, rage was creeping into his voice. "Always feeling powerless, always feeling like other people were getting breaks that you supposedly deserved more than they did, letting the hate fester inside you like a cancer until all you could think about was hurting everyone around you. Even if it was someone you once cared about – _like Gwen, you miserable son of a bitch!!_"

Venom lashed out with a web-snare, but Spider-Man trapped it with his own web-chains and used them to throw Venom at the school building. However, Venom twisted in midair and landed on the wall, just as Spider-Man lunged at him. Venom punched Spider-Man in midair, knocking him down, but Spider-Man landed in a handstand and flipped back onto his feet, shooting web bullets at his opponent.

Venom merely walked toward Spider-Man, letting the web bullets bounce off him. "Still don't have the caliber to take me, do you, Webs? Well, here, have a taste of this!" He shot his own web-bullets at Spider-Man, which resembled shotgun shells more than they did bullets.

Spider-Man wanted to dodge, but he remembered that there were innocent people around who might get hit, people who weren't as durable as he was. Thus, he simply projected a web-shield to block Venom's web-bullets, hoping against hope that the ricochets wouldn't catch someone, anyway. Fortunately, they didn't, but Venom took the chance to charge him, anyway.

As the fight went on, Lilith watched with no small degree of concern. "Should we help him?" she whispered to her "big sister," Morrigan.

Morrigan merely smiled cryptically. "I suppose we shouldn't leave him to fight that beast of a man by himself . . . even if I think he's actually rather appealing when he loses his temper like that."

* * *

Spider-Man flipped over Venom's head and leaped into the classroom he'd knocked Venom out of earlier. Venom swung in after him, dragging his claws along the wall as he charged Spider-Man, only for the web-slinger to jump back just in time to avoid his slash. Venom didn't give up, though, keeping up the assault on his former friend.

As the two symbiote-armored foes clashed, they found their way into the chemistry lab. Spider-Man caught a half-full beaker in a web-snare and lashed out at Venom with it, the beaker shattering and unleashing its contents on Venom's suit. Spider-Man then grabbed the Bunsen burner, which was still lit, and threw it at Venom.

Venom managed to dodge just in time to avoid a direct hit. The miniature explosion created by another spilled beaker mixing with the spark from the burner did knock Venom for a loop. It also made the symbiote attached to Brock writhe in pain and fury, but the fury outweighed the pain and Venom attacked Spider-Man again.

"Open wide, you son of a bitch!" Venom roared.

"Are you going to tentacle-rape me?" Spider-Man asked in mock terror. "I had no idea you felt that way about me."

A second mouth opened on Venom's stomach, and Venom reached into it to pull out a familiar vial. "Remember this?"

_Gene cleanser,_ Spider-Man thought. _Oh, crap._

"Open wide . . . and take your medicine . . ." Venom hissed, grabbing Spider-Man's mask and attempting to rip it open.

"Did you forget?" Spider-Man asked, using his free arm to punch Venom in the face. "I'm wearing the same thing! Really should have thought harder about this, 'bro.'"

He managed to catch the gene cleanser vial with a web-line, but just as he was about to reel it in, Venom recovered and took it back from him. Spider-Man jumped up and contorted in midair, moving into a vicious spin kick to Venom's jaw. Unfortunately for him, Venom caught his leg and slammed him into a wall. Spider-Man kicked off that wall, caught a lab table in a web-snare, and threw it at Venom, who just punched it into multiple pieces.

The table was a mere distraction, though, as Spider-Man swung into a flying kick that knocked Venom down and the gene cleanser out of his hand. Spider-Man leaped to catch the gene cleanser and rolled away from Venom's lunging grip. "Give that back!" Venom yelled.

"Sorry, finders, keepers – losers, weepers," Spider-Man taunted, and then ran out of the chemistry lab, heading for the stairway. Venom chased after him, carried by a network of tentacle-like black webs extruding from the mass of his symbiotic armor. Spider-Man kept running until he reached the stairway, and then jumped off the rails and plummeted downward. Venom jumped after him, peppering him with web-bullets that Spider-Man dodged during his descent.

"There's going to be nothing left of you when we're done!" Venom yelled. "They'll have to identify you by the stink of the smear you'll leave behind!"

"Wow, really creative," Spider-Man mocked. "Did you think of it yourselves?"

Just then, two drill-like objects came down on Venom, slamming him all the way to ground floor as Spider-Man dodged at the last second. Spider-Man resumed his downward descent, wanting to make sure Venom was finished by whatever it was that had attacked him, although he had the feeling he knew just who it was.

When he landed, he found Morrigan and Lilith standing over Venom, both in their true forms and in their usual battle attire. "Thanks," he remarked. "But what took you so long?"

"Getting past your surprisingly nosy classmates and teachers," Morrigan replied. "Are you going to kill him?"

"I'm going to do worse," Spider-Man replied, walking over to Venom. "Open wide, you son of a bitch."

He forced Venom's fanged mouth open and jammed the gene cleanser down his throat, just in time for Venom to recover. Realizing what was happening, he attempted to bite Spider-Man's arm off, but Spider-Man's symbiotic suit hardened around that arm, leaving Venom incapable of chewing through it. As soon as he was sure the entire contents of the vial had gone down Venom's throat, Spider-Man used his leverage to throw Venom into a wall.

"You bastard!" Venom screamed. "I'll kill you! You and your little demon sluts!"

"I'm not little!" Lilith yelled childishly.

"Oh?" Morrigan taunted. "'I'll' kill you? What happened to that unity of purpose between you and your symbiote?"

Venom gasped in horror as he realized what was happening. "_NO!!!_" he screamed, the symbiote slowly peeling away from him, the gene cleanser having severed the cellular bonds keeping the symbiote attached to Brock. In a blind rage, he charged Spider-Man with his remaining symbiote-induced strength in a final attempt to kill him. Spider-Man merely dodged his swipes with mocking ease, as Venom inexorably gave way to Eddie Brock, much to Brock's despair.

"_Stay!_" Brock pleaded with the symbiote. "_Stay with me! Please!_"

His struggle to force the symbiote to stay with him turned out to be for naught, as the symbiote continued peeling away from Brock. Eventually, it just slithered away from him entirely, going down the drain of the shower area. Brock desperately reached out to it, but Spider-Man webbed the drain to keep him from grabbing it.

"It's over . . ." he murmured with cold finality.

"Give me yours!" Brock yelled, lunging at Spider-Man. "Give me yours! I need it!"

"_It's over, Eddie!_" Spider-Man roared in his face, grabbing Brock by the shirt. "We can stop this madness! _You_ can stop this madness! Damn you, what will it take to make you stop?!"

"I can't stop . . . it won't . . . let me stop . . ." Brock murmured pathetically. "It only loves me when I keep going."

Spider-Man's symbiotic mask peeled away, revealing Peter Parker's sorrowful expression. "I'm sorry . . . it didn't have to be this way. It shouldn't have been this way."

* * *

A week later, Eddie Brock was securely in Ravencroft and the doctors were doing their best to cure him of his "delusions" of being Venom, of Peter Parker being Spider-Man, and of Morrigan and Lilith being succubae. One particular doctor, Ashley Kafka, had been assigned to Brock's case, which combined with the man formerly known as Max Dillon left her with a full plate.

School was temporarily suspended so the damage to Midtown High from Spider-Man's fight with Venom could be fixed. This left Peter Parker free to contemplate just what he was becoming. He hadn't separated Brock from the symbiote just because Venom was a danger to everyone he cared about; he'd done it to _punish_ him for the suffering Brock had caused him, for helping that bastard vampire Demitri take Aunt May. He'd acted out of vengeance . . . and in that moment, he knew he'd betrayed what Uncle Ben had worked so hard to teach him.

_Mary Jane was right,_ he murmured to himself. _If I don't stop this, I'm going to end up as crazy as Brock._

* * *

Speaking of Mary Jane, she'd gone to a coffeehouse to catch her breath from the events of the last regular school day she'd had. Seeing Peter in that black costume, hearing such hateful fury in his voice when he fought Brock frankly terrified her. She wasn't terrified of _Peter,_ not her gentle-hearted, sensitive neighbor . . . but of what he could turn into. She knew what that suit had done to Brock, and knowing that Peter had a variant of it on his person, constantly writhing around in his brain, worried her.

"Having that coffee alone?" a voice spoke up.

MJ looked up and saw a young blond man, probably slightly older than Brock but wiry in comparison to Brock's broad, muscled frame. "Just thinking about something."

"Mind if I think with you?" the young man offered. "Two heads are better than one."

"Sure, handsome," Mary Jane replied. As the young man sat down across from her, she smirked at him. "It's been a long time, hasn't it, Hank?"

"Yeah," the young man, "Hank," answered. "But seeing you here makes it all worthwhile."

* * *

End Notes: At the behest of one of my recent fanfic advisors, I've included a familiar superhero from the Marvel Universe, especially since this guy happens to be one of his favorite characters. If you're wondering who he is, "Hank" happens to be a major clue, but I want you Marvel buffs to think hard about your answer before you respond with your guesses. If you're right, I'll tell you; if you're not, I'll do my best to keep it a surprise.

In the meantime, the threat of Venom has been ended – for now, of course. But with the symbiote's offshoot still bonded to Peter Parker and his vampiric infection, who knows if Venom may simply reemerge in a new host? And what's the deal with those fangirls Peter ran into, not to mention that guy who gave Peter that letter to "give" to Spider-Man? All I can say for now is that they're gonna be seriously important later on in this story, and you may very well be seeing a character step up to the plate as a major player in ways you weren't anticipating!

You wanna know the answers to everything I've hinted at above? Tune in next chapter, same Spider-Time, same Spider-Channel! Thanks for reading!


	9. A Boy and His Symbiote

"Advent of Midnight"

Chapter 9: "A Boy and His Symbiote"

Disclaimer: Spectacular Spider-Man and associated characters and settings belong to Marvel Comics and Marvel Studios, along with other properties from the Marvel Universe that will be used here. Darkstalkers and Devil May Cry, along with associated characters and properties, belong to Capcom. I make no money from this story and am only doing this for my entertainment and hopefully that of my readers.

Author's note: Well, as you can see from last chapter, Peter's come to a crossroads. He can either continue relying on the power that is slowly corrupting him from the inside and let it twist him further to suit its own ends, or he can cleanse himself and find a way to save what's left of his soul . . . and the lives of those dearest to him. Given that Aunt May is still in Demitri's clutches and Morrigan seems to want Peter for some unexplained purpose . . . things might not be entirely as simple as they look. If you wanna know what I mean, read on.

* * *

That night, a figure leaped from rooftop to rooftop, scrambling up walls in between rooftops too steep for him to jump off. He didn't know who he was, what these memories running through his head were, but he knew where he'd escaped from. He knew he couldn't let that bastard who liked playing with syringes catch him alive.

_What's my name?_ he thought. _Why can't I remember my name?! Did that bastard take my memory from me?_

As he continued his uncertain journey through the alleyways of the city, he happened upon a building with a neon sign that said, "Kaine's." Something was telling him to stay away from that building, and at the same time, something else was telling him to go in. Maybe the people in there knew who he was, or at least could give him a helpful hint.

He stumbled inside. "Can somebody help me?" he asked, his voice ragged.

"Depends," the bartender replied. "You wanna drink?"

"No, not thirsty . . ." he growled.

"Then what do you want?" the bartender asked, getting slightly irritated. As if guys like Spider-Man and Electro weren't enough . . .

In the light, the figure could be seen as someone wearing a black leather jacket with white designs on it vaguely resembling a spider's legs, dark jeans, and black motorcycle boots. From underneath the jacket, a dark gray hood was pulled up to conceal the figure's face. Just looking at him gave the bartender an unsettling feeling.

Then the figure lifted his hand, as though he were about to ask something, and black barbed wire ripped out of his wrist and struck the bartender. "What the hell?!" the bartender yelled. He looked at the "barbed wire" that had hit him and noticed that it was surprisingly sticky for what it looked like. "Oh, crap! It's Spider-Man! It's Spider-Man! Get him! _Get him!_"

Immediately, the patronage of the bar exploded into violence all aimed at the mysterious interloper. Chains, knives, sticks, and guns were all drawn, but unfortunately for the people holding them, the interloper reacted faster. As a result, everyone carrying those weapons ended up minus said weapons _and_ the appendages that had been holding them.

The figure seemed to go berserk after that, diving into the mass of pained thugs and morphing into a mass of blades, claws, and sharpened tendrils that ripped through the thugs in ways no human being could be capable of. The bartender managed to grab a shotgun he kept under the counter and started shooting wildly at the figure, only for him to _absorb_ the bullets and fire them back at the bartender.

Needless to say, there wasn't much left of said bartender after that, given the caliber of the shotgun shells and the force and speed with which they were fired back at him. When the bloodshed was over with, the figure reverted to his more humanlike visage, looking around with despair.

"That . . . that wasn't . . . that wasn't supposed to happen . . ." he growled. He screamed furiously. "_What the hell did you do to me, you son of a bitch?!_"

In a savage fury, he started tearing apart the entire bar, not noticing or caring that there were some flammable materials that he was upsetting in the process of taking his anger out on the place. He got the hint when he began to feel uncomfortably hot, and that was when he noticed that the bar was on fire. His first instinct was survival, which made him sprint at incredible speed out the door.

At that moment, the bar decided it was a good idea to explode, and the force of it knocked him some distance away. The figure rolled onto his feet, not willing to comprehend what had happened, only knowing that he had to get home. He couldn't remember clearly enough what home was, but he remembered it was a place where he could be safe and he _needed_ to be safe, right now.

Without another thought, the figure began to run as far away from the carnage he'd caused as he could, leaving the cleanup to the police and firefighters that were arriving on the scene.

* * *

The next morning, Peter Parker had come to a decision. He was going to go to Morrigan, and he was going to figure out how exactly to either control or purge this thing that was growing inside him. If he didn't, it was going to core him out from the inside and make him the kind of monster he'd sworn to fight ever since his Uncle Ben died.

Quickly suiting up into the familiar red-and-blue suit, he left the Watson home and began making his way to the Aensland household. Midtown High hadn't quite finished the repairs following his fight with Venom on school grounds, so he figured she'd be home. At least, that was what he hoped.

_And maybe you're hoping you'll see Lilith,_ a small fraction of his mind whispered tauntingly at him.

_Shut up,_ Spider-Man denied as he continued his unusual path through the city.

It was almost by instinct that he found the Aensland mansion, and seeing it from the outside, only one word came to mind. "Damn."

At that moment, he heard a sultry singsong voice in his mind saying, _Come into my parlor, said the succubus to the spider._

Spider-Man couldn't help but grin sarcastically underneath his mask. _And does the spider have a choice in the matter?_

_Not really,_ Morrigan answered. _I'm just offering as a courtesy._

Spider-Man snorted. _Door's open?_

_Door's open._

_Sure._ Spider-Man went to the door, and sure enough, it was open. He stepped inside, anticipating his spider-sense going off like a siren. To his mild shock, nothing happened, nothing at all.

"So this is what NYC passes off as a superhero," a sardonic voice remarked to Spider-Man's upper left. Spider-Man looked and saw a white-haired man dressed in a red leather jacket closed at the chest and black leather pants and boots. "Hey, kid. Name's Dante. Nice meeting you."

"Uh, thanks," Spider-Man replied. "You must be Dante. Lilith told me a little bit about you."

"I bet she did," Dante commented.

"So where's Morrigan?" Spider-Man asked.

"Right here, spider," Morrigan's voice replied from the balcony above. She was dressed in her usual half-buttoned white blouse and tight red jeans with heeled white boots. "Shall we begin?"

"Begin? Begin what?" Spider-Man interrogated. "I'm only here so I can get back to being some measure of human!"

"Human, hmm?" Morrigan asked. "And why would you want to be that?"

"And what would you prefer, that I be like you?" Spider-Man retorted. "Use my powers as an excuse to treat everyone on the planet like toys for my own amusement? Take whatever I want with no regard for what happens to anyone else? I told you before, I can't do that. Power isn't something to be used to conquer . . . but to protect."

"You're beautifully naïve, spider," Morrigan remarked. "It's one of the reasons I've taken such a shine to you. You could be a lot more than you are right now, walking the halfway point between human and Darkstalker. Why not take the plunge?"

"I've seen how demons carry out their business," Spider-Man answered with no small hint of disgust in his voice. "I want no part of it."

"And yet you're here, because you need me," Morrigan rejoined.

Spider-Man jumped up onto the rail of the balcony, crouching on it to look Morrigan in the eyes. "I'm only here because I know you know a way for me to control or silence this monster that's trying to take over my life."

Morrigan smirked at Spider-Man. "Let's make a pact. I help you, you help me."

"Help you with what?" Spider-Man asked.

"There's a war going on for control of the demon plane," Morrigan explained. "Demitri, myself, Dante's brother, and a former vampire hunter who's embraced the truth of his nature, among others, have formed factions in that war that are willing to fight on our behalf. That's why I'm here, to find and groom a powerful general that can fight by my side against the other factions."

"And that's me?" Spider-Man surmised.

"Yes," Morrigan confirmed. "Don't mistake this for love, Peter Parker. This is only about stopping Demitri, Nero Angelo, and Donovan from taking over my territory."

"Why choose me? What about your boyfriend?"

"He's going to be king, even though he has no stomach for Makai politics. Better him than Vergil, I recall."

"And you think I do?"

"I think you have the potential, given some discipline and proper grooming. And think about your choices. Your will, strong as it is, can't hold out forever against the thirst for slaughter growing inside you. Eventually, you'll either kill one of those super-villains that are always menacing you, or worse . . . you'll kill one of those mortals you love so much, and then what'll happen?"

Spider-Man resisted the urge to hiss at Morrigan like an outraged cat, even as his hands gripped the rail he was on more tightly and the colors of his costume began to darken once more, a sign the symbiote was flaring inside him. He settled for glaring at Morrigan as though he could set her on fire just by thinking about it. Of all the powers he'd gotten from the demonic virus surging through his system, couldn't that have been one of them?

"I'll play your game for now," he finally spoke. "But that doesn't mean I'll enjoy it."

"I think you'll be surprised by what you'll enjoy under my tutelage." The confident smirk she gave him made the web-slinger want to wipe it off her face. _How_ he would do it was a mystery to him, though, but that smirk would certainly disappear if he kissed her, right?

_Wait. Where the _hell_ did that come from?_

"Peter!" Lilith's cheerful voice greeted him, just as the little succubus tackled him for a hug. If it wasn't for his superhuman equilibrium, he would have fallen off the balcony and taken Lilith with him. "How are you and Gwen doing?"

"Great, just great," Spider-Man replied, smiling under his mask.

"Mary Jane's seeing someone," Lilith piped up out of nowhere.

"Who?" Spider-Man asked, feeling some irrational jealousy pop into his thoughts.

"Guy named Hank," Lilith answered. "They're certainly very familiar with each other."

"Ok . . ." Spider-Man murmured. "And you're mentioning this to me why? Do you follow her around or something? Oh, crap . . . do you follow _me_ around?"

"When you're dressed up like that?" Lilith filled in. "Yeah. I love watching you move. It's like a song. A really catchy song with a great beat."

"I don't know whether to be flattered or freaked out," Spider-Man responded.

"Quite the heartbreaker, aren't you, kid?" Dante remarked.

"Let's just get this over with," Spider-Man grumbled.

* * *

In the backyard of the Aensland mansion, which was closer to a giant meadow with some unsettling trees, Spider-Man faced Morrigan, with Dante and Lilith watching from the sidelines. In a burst of speed, Morrigan tagged him in the chest, and dark energy began to explode from his spider symbol.

"What the hell?!" Spider-Man asked. "What are you doing to me?!"

"Releasing your inner demon," Morrigan replied. "See, you're not going to be fighting me so much as you're going to be fighting yourself. It's a test of whether you're cut out for this."

"What are you talking about?" Spider-Man interrogated, while the dark energy poured out of his body and began to cocoon him.

"It's simple," Morrigan answered placidly. "To truly conquer your dark side, you must be able to dominate it, to use it as a tool rather than _you_ becoming _its_ tool. If you don't learn this lesson in time, you'll die. Because I'll have to put you down like the mad dog you'll have become, and that would be a shame, because I _do_ like you."

The last thing Spider-Man saw before the darkness consumed his vision entirely was Morrigan blowing him a kiss for luck. _Gee, thanks,_ he thought sarcastically. Then he knew nothingness.

* * *

When he awakened, he found himself standing on a giant web, with abnormally large spiders surrounding him. "What kind of whacked-out nightmare is this?"

_Yours,_ one of the giant spiders hissed.

_Yes, Peter Parker, this is your nightmare,_ another giant spider growled.

_We represent what you fear, what you regret, what you hate . . ._ a third giant spider spoke.

"So all I have to do is take down you guys, and I'm home free," Spider-Man surmised.

_It will not be that simple . . ._ a fourth giant spider averred.

"Bring it," Spider-Man snapped. "This is my mind, right? And you're all just figments of it! So let's go."

_If you're so certain . . ._ a fifth giant spider mused resignedly.

The next thing Spider-Man knew, the giant spiders skittered toward him, surprisingly fast for their size. Spider-Man managed to dodge the first one, but the second one grabbed him by the leg with its fangs and dragged him down for the other spiders to assault. Spider-Man punched the giant spiders viciously, but they didn't seem all that fazed by his attacks.

"Get off me!" he yelled, fighting even harder as he grew more desperate. The spiders merely began to dig in with their fangs, biting away pieces of his flesh, and all Spider-Man could do was scream desperately as he struggled to fight them off.

* * *

In the real world, a black clawed hand burst out of the cocoon Spider-Man had been trapped in. Then another clawed hand, matching the first, punched out of the cocoon and tore it away. Stepping out of the cocoon was a humanoid figure that looked almost completely made of shadow, with black wisps floating off his arms and legs. A white outline of a spider symbol could be seen covering the expanse of his chest, and malevolent, almost golden white eyes stared out of an otherwise featureless face.

"Do me sideways," Dante remarked with dismay. "Is that the kid?"

"Yes," Morrigan confirmed, with an excited smile on her face. "This is going to be so much fun . . ."

The creature that had once been Peter Parker formed a mouth, one full of shark-like teeth and with a long tongue flicking out to taste the air. The symbiotic monstrosity attacked Morrigan immediately, only for Morrigan to quickly dodge, her clothes changing to her combat attire and her wings bursting out. She took to the sky, but the monster fired black web-lines at her, grabbing her by the legs. He pulled viciously while jumping after her to kick her in the stomach.

Morrigan merely smiled and her wings became spearheaded tentacles that lunged at the creature. The creature dodged with inhuman agility, even going so far as to grab one of the spearheaded tentacles and use it to pull Morrigan toward him for a punch. Morrigan took the opportunity to kick him in the stomach, the heel of her boot piercing his flesh. Undeterred, the creature smirked evilly, and then exploded into symbiotic bladelike tendrils that assaulted Morrigan.

Morrigan dodged the creature's blade-tendrils and countered by shifting her wings into tentacle spears that flew at him. The creature began swatting the tentacle spears aside with his hands, just as Morrigan lunged at him and tackled him to the ground. The creature just kicked her off him, but she twisted in midair and wrapped her wings around her legs in a drill shape while coming down for a corkscrew kick.

The creature just jumped up while Morrigan was in mid-kick and kicked her to the ground. Just as Morrigan flipped back onto her feet, the creature was on her again with a fast barrage of punches and kicks. Morrigan blocked his attacks with one arm, smiling at him the entire time, but when he dropped and swept his leg out to trip her, she jumped over his leg . . .

. . . only for him to continue spinning as he rose up, kicking her in the stomach as she came down to attack him. Morrigan back-flipped and landed gracefully on the ground, the smile never leaving her face once. In fact, it seemed to have just gotten bigger, as she straightened up and made a beckoning motion to him. In precisely less than one second, the creature's fist had embedded itself in Morrigan's stomach.

While that would have at least stunned a normal person, if not outright caused their organs to implode, Morrigan merely continued smiling. When she looked up at the creature, there was a surprising glimmer in her eyes, a glimmer impossible to describe as anything other than perverse excitement. The next thing the creature knew, he'd been impaled by the tentacle spears she'd formed her wings into.

"I think I like you better this way," she purred.

The creature snarled and jumped into the air from his lying position, twisting in midair to kick Morrigan again, only for Morrigan to block with her forearm. Not giving up, the creature merely flipped over her head and shot web-snares at her back, using them to pull her toward him for a vicious kick. Morrigan retaliated with a kick of her own to the creature's head. If the creature was stunned, he didn't show it at all, immediately revenging that blow with a hammer strike.

The creature let out a savage howl of psychotic rage and pressed his advantage, repeatedly kicking and punching Morrigan at insane speed. Morrigan attempted to block his attacks, but she had to use both hands this time; the ferocity of his assault not allowing any half-measures. Occasionally, she tried to use her wings as a shield, but he continued pummeling away with the kind of monstrous fury that would have scared even a frothing lunatic like Venom.

"Holy crap . . . he's going berserk . . ." Dante whistled. "Picked a fine kid to dick around with, didn't you, Morrigan?"

"You sound jealous," Morrigan remarked, even as she continued to block the creature's assaults.

Lilith watched the fight, rapt with fascination. Was this the sleeping monster that Peter had kept inside him for so long? Was this what he was afraid of giving in to? She almost unconsciously licked her lips; her Spider was more magnificent than she thought.

* * *

Inside the creature's mind, the last remnants of his humanity were fighting it out with his inner demons, the demons of guilt, shame, regret, fear, and self-loathing. Bleeding, bruised, scraped, Spider-Man stood amongst his demons, not sure how he was going to win, but knowing he couldn't give in. If he did, he'd never get his life back, never be able to show the people in his life just how much they all meant to him . . .

Arguably, the state Spider-Man was in could be called "frenzy," but if it was, it was the calmest frenzy ever seen. He punched one giant spider in the head, shattering it completely, and then punched through another giant spider's abdomen, tipping it over and causing it to disintegrate. He jumped up to avoid a third giant spider and came down kneeing it in the head, then twisted around to kick the fourth giant spider.

"Not so tough without your friends, now are you?!" Spider-Man taunted.

_I'm a lot tougher than you think,_ the last giant spider hissed. _I'm you, after all. I'm everywhere. In everything you hate, everything you fear, everything you regret. Always, Peter Parker, I am here._

"You think I care?!" Spider-Man yelled, charging the giant spider. "There are people out there who still need me . . . and so long as they need me, _I'm_ gonna be the last one standing here, not you!"

_Fine,_ the giant spider mused, and began to change shape, its head growing into a humanoid torso that sprouted arms, hands, and clawed fingers. The torso also sprouted a neck and a head, and the head grew long blonde hair, while forming a face that uncannily resembled Gwen's. _Have it your way . . ._

"Gwen!"

_You regret not noticing sooner, don't you?_ Drider-Gwen taunted Spider-Man. _You regret not acknowledging the strength of her love for you, being too absorbed in your own problems to notice. And speaking of being too absorbed in your own problems to notice anyone else's . . ._

The drider's face shifted from Gwen's to Harry's, with the hair becoming shorter, curlier, and redder. _You know, better than you think you do, that you weren't there for him. He was your friend, and you weren't there for him. So caught up in being Spider-Man, you couldn't notice how his life was falling apart . . ._

Spider-Man's bravado disappeared, replaced by guilt. "I know . . ."

_The Green . . . it wasn't just about proving something to his father. Did you think he would be content to hear his own father praise his best friend, to treat you like his favored son over his actual son? Did you think your friendship wouldn't suffer?_

"That's right . . ." Spider-Man admitted. "I wasn't there for Harry, when I should have been. If I'd been a real friend, I'd have seen it sooner."

The drider's face shifted again, this time to the visage of Max Dillon, as he was before he became Electro. _And if you hadn't attacked him as rashly as you did, if you hadn't assumed without thinking that he was the villain here . . . he wouldn't have become the villain he is now. You're as responsible for him as the accident that transformed him._

Spider-Man shivered under "Max's" accusing stare, but it wasn't over yet, as the drider's face shifted to Aunt May's.

_And you let her down, too. What would she say if she knew her beloved nephew was the reason her beloved husband is dead? What would she say?_

Spider-Man fell onto his knees, unable to deny that reality. Would she hate him? Maybe, maybe she would, maybe she wouldn't. Either way, she would never see him the same way again. It had been his selfishness that had gotten Ben Parker killed. If he had stopped that thief when he'd had the first chance, Uncle Ben would still be alive today, and maybe . . .

_Don't waste time on "maybe,"_ he heard a familiar voice say to him. _You can't change the past, no matter how much you'd like to._

Spider-Man turned his head and saw Captain Stacy walking toward him. "Captain Stacy?!"

_In a sense,_ the apparition replied. _You've done more good than you think, Web-head. You said you had people who still needed you. Well, that's pretty much the entire city, Spider-Man, and it needs you too much for you to give up on yourself like this. _

_So get up, look your mistakes in the eye, and fight past them so you can make a better tomorrow for the people who need you and love you. People like your Aunt May . . . people like Gwen . . . even people like Lilith._

"You're right . . ." Spider-Man admitted, slowly rising to his feet. He looked back at the apparition of Captain Stacy. "Thanks, Captain."

_Anytime, Peter . . ._ the apparition replied as he faded back into the shadows. Spider-Man turned back to the drider, who no longer seemed to resemble any one particular person from his life as much as an amalgamation of everyone he'd known. A slow smile formed on his face beneath his mask.

"Bring it!"

* * *

Back in the real world, Morrigan continued to fight the creature when the creature suddenly stopped fighting, opting instead to clutch his head in agony. With a shriek, the creature began to rip itself open from the mouth, like a _Men in Black_ alien shedding his human disguise to attack the titular agents. However, this was no alien shedding a flimsy human guise; it was a human, insofar as certain quirks of neurobiology and psychology were concerned, shedding the darkness that had threatened to consume him from the inside out.

When it was over, the monstrous creature was so much black rags around the red-booted feet of Peter Parker, a.k.a. Spider-Man. He pulled off his mask, revealing a surprisingly serene yet resolute expression on his face. His lips twisted into a brief smile as he looked at Morrigan, Dante, and Lilith.

"Well, that was fun," he remarked.

"I'll say," Morrigan commented teasingly. "Did you beat the frustration out?"

Peter snorted briefly. "Yeah."

"What the hell do you call that thing?" Dante asked, pointing at the remains of Peter's monstrous transformation.

"Poison," Peter replied, "and I've found the cure."

Dante burst out laughing. "Sorry, man . . . but that's . . . that's just corny."

"I dare you to come up with something cooler," Peter retorted amiably.

"I will!" Dante responded. "It's Poison . . . and I'm the antidote."

Peter laughed. "You think that's any better?"

"Yeah!" Dante replied. "You wanna make something of it?"

Morrigan chuckled. "The two of you are such little boys . . ."

That caused both Peter and Dante to glare at Morrigan. "You weren't calling me 'little' last night," Dante commented. "In fact, I recall you using a word synonymous with 'big.'"

"Cool, you read a thesaurus," Peter sniped.

"Can it, kid," Dante retorted, although there was little anger in his tone. In fact, he sounded more like a big brother affectionately fooling around with his impudent little brother.

Lilith once again tackled Peter for a hug, one that Peter found himself returning this time. Regardless of whether there was a romantic or sexual spark between them – no matter how hard Lilith tried to push the issue – there was a part of her that he found genuinely likeable. He didn't know if that made him more disturbed than certain foes of his, but he was going to roll with it for now.

"This isn't the end of it, Peter," Morrigan said. "We've only just begun."

"You couldn't say something slightly less cliché than that?" Peter asked.

"Watch it," Morrigan answered sharply, although there was mirth behind her eyes.

"No, _you_ watch it," Peter retorted. "I'm not gonna go easy on you because I think you're sexy, albeit in a soul-devouring demon kind of way."

Morrigan smirked, as though completely unsurprised by Peter's unwitting confession. "Two-timer," she purred. "You think you can handle both me and Lilith? Because we won't go easy on you. . . ."

* * *

Elsewhere in the city, a very abnormally pale man with equally pale hair, dressed in a sharp black business suit that contrasted with his features, sat in the chair of his business office. The news he'd received was rather . . . unsettling. Apparently, somebody had burned down "Kaine's" and brutally murdered all of its patrons before burning it down in the first place.

That was a shame. He had some semi-reliable contacts in that place, and now they were dead. While this wouldn't pose more than a slight inconvenience, it was still regrettable. L. Thompson Lincoln, alias Tombstone, otherwise known as "the Big Man," believed that one got more out of one's employees when they were convinced they were appreciated by their boss, after all.

Another thing that troubled him was the recent sightings of a vigilante in black, not Spider-Man or this "Venom" that had come to him some time ago seeking employment in exchange for Spider-Man's death, although there was a resemblance. A _strong_ resemblance, some who had lived to tell the tale would say.

Whoever this person was, he was trouble, trouble Tombstone could ill afford at a time when his rivals were beginning to mount a formidable offensive to his reign. Therefore, he was going to call in a specialist he'd kept in his back pocket for times like this, and especially troubling nuisances like the one looming on the horizon now.

He picked up his cell phone and speed-dialed. "Hello. I have an offer to make you."

* * *

End Notes: There you have it. We now know what Morrigan wants with Peter, Spider-Man's conquered the darkness within him, and there's a mysterious super-powered killer that "happens" to look like Spider-Man running loose! Has the half of the symbiote that was bonded to Eddie Brock found another host, or are things about to get a little weirder than they already look? What do Morrigan and Lilith have in store for Spider-Man, and who's the "specialist" Tombstone's calling in to deal with this new arrival? For the answers to those questions and others, read on.


	10. A Tangled Web We Weave

"Advent of Midnight"

Chapter 10: "A Tangled Web They Weave"

Disclaimer: The Spectacular Spider-Man belongs to Marvel Comics, Marvel Animation, and Disney XD. Darkstalkers and Devil May Cry belong to Capcom. I make no money or other profit from using characters associated with the aforementioned franchises in this story. I'm merely doing this for fun.

Author's note: Sorry I've been away from this so long. Other stories had my attention and enthusiasm, particularly my Spider-Man/X-Men: Evolution crossover "Weavers of Tangled Webs," which I will be renaming soon, and my Kamen Rider Dragon Knight/Rosario + Vampire crossover "Onyx and Vampire," which will be updated shortly. There are other neglected stories in my itinerary that I'll be working on again, but that's not the point right now.

While Peter Parker is occupied training with Morrigan and Dante, this chapter will focus on his supporting cast, particularly on the characters I've been introducing as of late. You'll be seeing the debut of multiple Spider-based characters for the _Spectacular-_verse, along with hints of new heroes and new enemies to ally with and fight against our web-slinging hero. Hope you enjoy, and consider this my holiday gift to you all for your dedication.

* * *

"I told you before, Mr. Osborn, I'm not interested," Hank Pym spoke into his speakerphone before going back to working on the circuitry for his newest project.

"_That's too bad, Mr. Pym,"_ Norman Osborn's voice came from the speakerphone. _"A young man of your obvious intelligence and talent has a lot more to offer the world than being a high school physics teacher."_

"That's what I want to do," Hank replied. "You understand doing what you want to do despite what anyone else might say about it and never apologizing for your goals in life, right? That's your credo, if I recall right."

"_All the more reason you should be considering Oscorp,"_ Osborn responded. _"We're two of a kind, Mr. Pym. Intelligent, driven men, the both of us. I just don't understand why you'd focus that drive into being a teacher."_

"I happen to feel that I can offer something to my generation," Hank answered with a chuckle. "After all, who are they going to respond to better, someone close to their age, or some stodgy old man?"

"_Point taken, but I still want you to think about it,"_ Osborn insisted. _"There is a lot Oscorp can offer someone with your gifts and potential."_

"I'll keep my options open, but that's all I can promise you," Hank replied. "I know what I want to do with my life, and I'll see it through for as long as I can."

"_I respect that,"_ Osborn conceded, or seemed to concede. Hank got the feeling Norman Osborn wasn't exactly the sort that conceded anything to anyone unless he was obviously outmatched – and not even then. _"You want to make your own way in life. I appreciate that. Even so, if you're going to be teaching physics in Midtown High, I'd recommend you look up a young man by the name of Peter Parker. I think you two will get along quite well."_

"Thanks for the recommendation, Mr. Osborn, but I'll decide who I tutor," Hank responded.

"_Oh, I don't think he'll need much tutoring,"_ Osborn answered, and a note of contempt emerged in his voice as he said his next words. _"Not like some of his friends."_

Hank chuckled. _So you're going for the hard sell, aren't you, Norm?_ Aloud, "Let me be the judge of that. Still, your offers are appreciated; I just don't think a job at Oscorp is for me right now. If that changes, I'll let you know."

"_Fair enough,"_ Osborn said. _"I'll be waiting on that change. Good luck in your endeavors, Henry Pym."_

The call ended, and Hank sighed with relief. Even by voice alone, Osborn had a presence that enveloped the entire room with such intensity that it was almost suffocating. Hank wasn't a man to be intimidated by most people, despite his people skills not being as refined as he wanted them to be, but Osborn was an intimidating man. Just because Hank wasn't backing down didn't mean he wasn't somewhat unnerved by Oscorp's CEO; the man gave him bad vibes.

He went back to perfecting the circuitry of his new project. Once it was finished, it would have so many applications, particularly ones that could save people's lives. Complicated surgeries could be made easier via a very up-close-and-personal look at the damage being repaired. Machine repairs could be eased by very much the same mechanism, particularly machines that people relied on in order to live.

But Hank wasn't a naïve man; he also knew the less savory purposes his invention could be used for. That was why he didn't trust Osborn one bit; he was damned certain that the man had no real interest in the more benevolent purposes Hank intended for his new invention. Men such as Osborn concerned themselves with one thing in Hank's experience, and that was power and dominance.

_Well, he's not getting this,_ he thought resolutely to himself.

* * *

Back in his penthouse home, Osborn stared at the phone. Henry Pym was a hard nut to crack, but idealists always were. Fools that believed they could change the world by setting a noble, heroic example for everyone else to follow. Fools that believed that by good works alone they could inspire everyone else to be just as good as they believed themselves to be.

That wasn't how the real world worked. The real world was a cruel, harsh place, and one had to be just as cruel, just as harsh – if not even crueler and harsher – to not just survive, but to _thrive_ in it. One needed the strength to take the bull by the horns, proverbially speaking, and make that bull submit, make anyone else who stood in the way submit, if one was to make something of oneself in this world.

Steeling himself, he picked up his cell phone and made another call. "Warren. Have you had any more luck with our project?"

"_No, Mr. Osborn, not since the first viable subject I had went rogue,"_ Miles Warren replied.

"That's the second of our experiments to go AWOL," Osborn observed. "I hope you're not making a habit of this."

"_I regret that Michael wasn't as controllable as I thought,"_ Warren responded. _"But I think I've figured out a better way to handle this project of ours."_

"Very well," Osborn said. "Have you acquired the subjects you were looking for?"

"_Yes,"_ Warren replied. _"I have them primed and ready. All I need is the go-ahead."_

"Go ahead, then," Osborn answered.

"_Thank you,"_ Warren said, and ended the call.

* * *

Elsewhere in the city, an illegal weapons shipment was in process, right at the docks. "Hey, hurry it up," the coordinator ordered. "We don't have long before the cops show up!"

"Forget cops," snarled a voice, as the coordinator suddenly found an organic-looking black blade sticking out of his chest. He didn't even have time to choke on his own blood before the blade ripped him apart and threw aside his gory remains. The disposal of the coordinator revealed that the blade was attached to the arm of a figure that looked like Spider-Man painted completely black, all the way to the eyes.

"Spider-Man!" screamed one of the crooks. "Damn it, shoot him! SHOOT HIM!"

The crooks frantically began shooting at "Spider-Man," who just morphed his blade arm into a shield that blocked all of their bullets. In fact, it did worse than block their bullets; it sent them _flying back_ at the crooks. The crooks scattered, not wanting to be hit by their own bullets. That didn't save them, though, because the "Shadow Spider" summoned a length of razor wire from his costume that he used to cut through the crooks like a knife through hot butter.

* * *

Briefly overlooking the bloody tableau, the Shadow Spider fired a bladed tendril into the sky and swung away on it, leaving Officers DeWolff and Carter with Captain Stacy to find it. DeWolff had to hold her hand over her mouth to keep herself from vomiting, and Stacy closed his mouth tightly until he was sure no vomit would escape.

"What the hell is this?" DeWolff asked. "Has he gone completely off the deep end?"

"Not his style," Stacy denied. "Too violent."

"I don't know why you keep defending him," DeWolff mused.

"Because so far, he's the only one out there who can fight those monsters," Stacy answered.

DeWolff didn't look convinced. "He who fights monsters . . ."

"This was a weapons shipment, going to the Big Man's thugs," Carter observed. "These guys got what they deserved, Spider-Man or not."

DeWolff and Stacy looked at Carter somewhat askance. Stacy sighed ruefully. "Might as well try to figure out what happened from here."

"You mean be cleanup detail?" Carter asked somewhat sourly. "Not that I mind now; whoever was responsible for this did more than Spider-Man has."

DeWolff aimed another sidelong gaze at Carter, while Stacy mused on whether or not it'd be prudent for him to get Carter a psych evaluation. He could understand Carter's frustration with the never-ending struggle to make this city a safer place for the innocent people in it, especially since many of the worst criminals were beyond their reach.

At the same time, the only reason he let Spider-Man go on as long as he had was that Spider-Man made a point of _not_ killing the crooks and ultimately leaving their punishment to the law. If that had changed somehow, he'd have no choice but to bring the web-slinger in. He'd hate having to explain that to Gwen, though, especially since he owed the wall-crawler his daughter's life and they were much closer than she knew.

Not wanting to see the bloody tableau before him any longer than he had to, Stacy raised his walkie-talkie to call in CSI. If anybody could figure out just what was behind this recent spate of killing, maybe they could. He didn't expect them to have it easy, though; this was the real world, no matter how fantastic things had gotten, not _CSI Original, CSI Miami,_ or _CSI New York._

* * *

Elsewhere in the city, L. Thompson Lincoln, otherwise known as Tombstone or the Big Man, stared at his two new contractors. One was a beautiful curly-haired redhead with half her face painted white and wearing an open leather jacket with spiked shoulders over a leather bustier and a tight-fitting pair of low-slung jeans. The other was a beautiful short-haired brunette in a closed leather jacket over what had to be some kind of leotard and thigh-high boots.

"You know why I called you in, don't you?" he asked.

"You want somebody taken care of, don't you?" the redhead purred with seductive malice.

"Who is it this time?" the brunette asked.

"Spider-Man," Tombstone replied. "Or rather, someone with a similar motif and combat style, but a much more violent way of using it that's caused some problems to me and my organization."

"Ooh, I wonder if he's as good as my favorite devil," the redhead mused aloud.

"Your devil will have to wait for the time being," Tombstone answered. "This other Spider-Man, whoever and whatever he might be, is your top priority from here on. Do you understand me?"

"We understand," the brunette replied.

"Uh-huh," the redhead concurred. "Just let me see how good this guy really is, and then we can have ourselves a party."

"Play with him if you must," Tombstone conceded. "The important thing is that he be neutralized. Beyond that, I don't much care what you do with him."

"You're the best boss ever," the redhead complimented, her green eyes staring salaciously into Tombstone's own. "A lot better than Kingpin."

"Kingpin's way of handling things was a little, shall we say, outmoded," Tombstone admitted. "He let his obsession with one man get the better of him, and that led to his downfall."

"And you won't repeat his mistakes, will you?" the redhead purred, staring at Tombstone like he was a tasty treat she just wanted to gobble up.

"Just go and do your job," Tombstone answered. "I have little time for your flirtations, Typhoid Mary."

Typhoid Mary chuckled briefly. "Ah, that's all right. There's plenty of time. But you won't mind if I whet my appetite on Spidey, do you?"

"Do what you want with him, so long as you finish him by the end of it," Tombstone answered brusquely.

Typhoid smiled wickedly at Tombstone. "I will." She turned around and sashayed out of his office, although Tombstone pointedly refused to let any evidence of being tempted slip through his careful guard. Once she was out, he turned to the brunette.

"Keep an eye on her, Delilah," he ordered. "Her unpredictability makes her an asset, but it also makes her dangerous."

"Sure thing, Tombstone," Delilah replied. "But speaking of her assets . . ."

"If you're attracted to her, that's fine," Tombstone said. "I don't much care what you do personally. Just make sure the job gets done without too much collateral damage."

Delilah nodded, and walked out of the office, thankfully not moving with any deliberate seductiveness. Tombstone looked at the papers before him, and prayed he hadn't signed his own death warrant by hiring such an unstable woman. Of course, desperate times did call for desperate measures, and he could not afford to have the kingdom he had fought tooth and nail to secure taken from him.

* * *

"_**Look into my eyes,"**_ a demonic rumble of a voice growled, its owner glaring at the ringleader of a gang that he'd just savagely beaten. _**"Your soul is stained by the blood of innocents, the blood of those you've poisoned, violated, and murdered. Look into my eyes . . . and feel the weight of your sins come down on you."**_

The gang leader looked the demon in the eyes and screamed in sheer terror as his mind was assaulted with all the pain, despair, and fear his numerous victims had felt before and after he'd had his way with them. "_NO!!!_" he cried out, before passing into catatonic shock from the psychic assault.

The demon dropped him and walked toward a hellish-looking sport bike with flaming blue wheels. He got on the motorcycle and rode out of the alleyway, leaving behind a trail of blue flames and a pile of broken bodies and minds. _**"Vengeance . . ."**_

Just as the demon had passed, another motorcyclist, this one on a cruiser bike, came into the area. "Damn it," he muttered. "Too late. Again."

_**If he won't stop . . .**_

_No. I have to believe I can reach him somehow. I have to. He's my brother._

_**He rejected your kinship long ago. He has been seduced by that fiend. There **_**is**_** no hope except to put him out of his misery.**_

_I won't believe that. I won't!_

_**None so blind as those who won't see.**_

_Shut up._

The motorcyclist turned around and raced after the trail of blue flames that had been left behind. As he rode, he felt his skin heat up from the inside with such intensity as to be painful. However, he'd gotten used to that pain by now, to the point that it didn't bother him that much anymore.

* * *

In what appeared to be an abandoned garage, a youngish brunet man with muscled yet lean arms exposed by a combat vest strapped a pair of swords to his back. A tall, graceful tanned blonde picked up a sheathed fencing sword and strapped it to her hip. A smaller, more dainty-looking blonde loaded her guns, assisted by a dark-haired man who was loading his own guns.

Apart from the other four, a dark-skinned man with ornate tattoos covering his neck in a black coat over a black combat vest, black pants, and black combat boots sheathed a longsword on his back and strapped a belt full of silver stakes to his left thigh. He picked up a pair of black sunglasses and placed them over his eyes and turned to the others.

"You all ready?"

"Yeah, Blade, we're ready," the man with the dual swords answered.

"So many of these horrors we have to kill," the tall blonde mused. "I wonder if we'll ever be finished."

The smaller blonde who'd been loading her guns looked at her taller counterpart. "Probably not. They just keep coming."

The dark-haired man just looked at his own gun ominously. "If they keep coming, we'll keep killing them. That's how it works."

"And it's a lot of fun, too," the man with the dual swords joked.

"Not funny, King," the tall blonde with the fencing sword scolded.

"You're such a spoilsport, Rachel," King grumbled good-naturedly, completely unfazed by her disapproval.

"Let's just go and do this already," Blade said, cutting off the argument before it could start. "We've wasted enough time."

* * *

The next morning, Ben Reilly entered the ESU labs, followed by Harry Osborn and three others he vaguely recognized. Two of them were cute brunettes and the third was a sour-looking blond boy. "So, you all here for the same thing I am?" he asked idly, trying to make conversation.

"Yeah," the taller of the two brunettes replied. "Hey, you're Ben, right? Peter's cousin?"

"Yeah," Ben confirmed. "You must be Mattie. Peter's mentioned you."

"Really?" Mattie asked.

The smaller of the two brunettes nudged Mattie with her elbow. "Mattie . . ."

"Sorry, Anya," Mattie answered.

"Whatever," Anya said.

"Hey, you have any idea what's going on here?" Harry asked.

The sour boy cast a long glare at Harry, which gave Harry the chills. "Gee, what's your damage, man?" Ben asked. The sour boy just glared at him, too. "Whatever, man. Let's just try really, really hard to play nice with one another, ok?"

"Glad you're all here," Dr. Miles Warren greeted them.

"You said this was going to be some kind of study, right?" Harry asked.

"Yes, that's half the story," Warren replied. "The other half is . . . how would you like to be superheroes?"

"Superheroes? Us?" Anya asked.

"Well, Spider-Man can't do it all by himself," Warren went on. "A great man he is, but he's just one man. If there were more like him . . ."

"So you're making your own superhero team," Ben commented. "Do the police know anything about this?"

"Oh, they'll know soon enough," Warren responded coolly. "You don't have to worry about that right now. Right now, you just need to worry about these." He gestured to a set of fourteen spiders, each one within a separate yet connected open cubicle. There was a fifteenth cubicle, though, but it was empty.

"What happened to the fifteenth one?" Mattie asked curiously.

"Spider-Man happened," Warren replied. "I don't know whether it was an accident or a deliberate theft, but that missing spider is how Spider-Man came to be what he is today."

"You saying Spider-Man stole from ESU?" the sour boy asked.

"Yes, Brian, that possibility does exist," Warren answered. "But that doesn't matter for right now."

"Yes, it does!" Brian snapped. "If Spider-Man stole from here, that means he's just as bad as those other guys!"

"Quit talking crazy," Mattie said. "Spider-Man couldn't have just stolen it! It was probably some kind of accident!"

"Then why doesn't he just turn himself in to ESU?" Brian asked.

"Also a good question," Warren replied. "But that is something we'll have to think on later. Right now, I've extracted five different samples of venom from five different spiders. Depending on your particular DNA makeup, the interaction between that and the venom might result in somewhat different powers than those possessed by Spider-Man."

"You mean we could turn into giant spider monsters?" Harry surmised in a worried tone.

"You wanna back out? You can," Brian replied.

Harry shook his head in the best simulacrum of resoluteness he could manage. "No, not backing out."

"Then shut up and quit acting so scared," Brian snapped irritably.

"Hey, back off!" Ben snapped at him.

"Gentlemen, that'll be enough of that," Warren stated in a clipped tone of voice. "You all need to get ready for the transformation."

"Transformation?" Harry repeated, still slightly nervous.

"Yes, Harry Osborn, that's exactly what I said," Warren clarified. "After all, it's not like you'll quite count as 'ordinary' after the process is finished."

Harry swallowed his fear and looked into Warren's eyes. "Yeah. Let's do it."

"Excellent," Warren said. "Let's begin."

* * *

Night fell and a most unusual woman could be found prowling the city rooftops. Now, it might not have been so unusual in and of itself to find a woman prowling the night, given the Black Cat's particular proclivities, but _this_ woman was even more unusual than the lovely white-haired thief.

For one, she was pretty much naked, save for strips of white fur that covered her up just enough to keep her relatively "decent." For another, most of her arms and legs were covered in that same white fur, and her hands and feet were abnormally large and resembled cat's paws. For a third, a furry cat's tail protruded from her backside, and large cat's ears protruded where human ears should have been.

Now, one might think that because of those catlike traits mixed in with human features, she would be somewhat intimidating. As a matter of fact, that wasn't quite the case; her voluptuous effectively nude form and sweetly beautiful face _combined_ with her catlike features, particularly her mischievous green eyes, to form a woman of unnatural, almost primal magnificence. Indeed, any man with a pulse, and even some other women, would have found her supremely hard to resist.

As the blue-haired cat-woman perched on the rooftop, looking out over the brightly lit expanse of the city, she smiled softly. It'd been a good thing she'd tucked the children in early; she'd have never gotten to enjoy this sight otherwise. Just then, she caught the whiff of another person, a woman in tight black leather, on the same rooftop.

"Hi there, stranger," she greeted the woman, turning to look at her. She had to admit, the human woman was good-looking, all sensual curves and hard muscle somehow poured into a leather costume with white fur adorning her collar, gloves, and boots.

A leather collar with a ring dangling from it wrapped around the woman's elegant neck. A domino mask that looked more like a glasses frame glued over her eyes failed to cover her lovely face in any meaningful manner. Speaking of eyes, the woman's eyes were staring at her in half-curious, half-irritated appraisal.

"You're ripping off my shtick," the woman stated bluntly. "I'm the sexy cat burglar around these parts."

"Who says I'm here to steal anything?" the catlike woman asked innocently. "I'm just enjoying myself out here. What about you? Aren't you here for some fun, too?"

"Well, you're interesting," the leather-clad woman commented. "Whatever mad scientist cooked you up must have _really_ gone to town? Who is he, some lonely geek?"

"I wasn't made by anyone," the catlike woman corrected. "This is just how I am."

"Sure," the leather-clad woman replied. "Name's Black Cat."

"Felicia!" the catlike woman offered spiritedly.

"Shouldn't give your real name out like that," the Black Cat admonished lightly, raising an eyebrow. "But if that's how you wanna play it, I can come up with a good name for you. How does 'Catwoman' sound?"

"That's too common," Felicia demurred. "Besides, you're the costumed cat burglar, not me. I don't have to hide who I am."

"Because you're wearing it on your sleeve . . . or lack thereof," the Black Cat remarked with a wry smirk. "Anyway, I've got places to be, people to liberate from their prized possessions . . . see you around." She jumped off the rooftop, with nothing but a bungee cable keeping her from falling to her death.

Felicia just smiled at the parting woman. "Humans sure have gotten interesting."

* * *

Inside a nightclub, blood literally rained down from the sprinklers, dousing both frightened humans and ecstatic demons that now revealed the true nature of their revelry as they anticipated fresh prey. They were not nearly as lucky as that, as a tall blonde in a black leather bustier, tight pants, and spike-heeled boots entered.

"What do we have here?" she asked. "A demon feeding frenzy?"

"Traitorous bitch!" a demon screamed. That demon got a bullet to the head that, due to the specific properties of the bullet itself, he wouldn't regenerate from, leaving him just as dead as an ordinary human would have been. That first casualty sparked a rage within the clubbing demons, which turned their attentions from feeding on the helpless humans who'd been lured in to killing the woman who dared interfere with their mealtime.

The woman smirked and began engaging in a variety of high-speed acrobatics. She flipped, twisted, and somersaulted her way around the attacking demons as she perforated them with bullets, much to their horror. At one point, a demon attempted to sneak in to finish her off, exhibiting a slightly greater degree of intelligence than most of his blood-crazed brethren. That just got him a backhanded gunshot that hit him in the chest and knocked him to the ground, just in time for her to fill his head with lead.

Before long, every demon that had raised his or her hand against the mysterious woman was dead, leaving behind the woman and her frightened protectorate. "Forget what you saw tonight," she said to them. "You'll sleep much better that way."

"Who are you?" one of the would-be victims shouted after her as she walked away.

"Why do you need to know?" the woman asked, just before she exited the club. _Not even a decent workout. And Lady's gonna be pissed she didn't get any action._ She chuckled briefly to herself. _You've got some explaining to do, Dante, and I've got enough time on my hands._

* * *

End Notes: There you have it, the tenth chapter after more than a month of delay, and no Spider-Man whatsoever! Doesn't mean his presence isn't felt, though, especially considering that Tombstone's gunning for the "Shadow Spider" that's been killing off his men under the belief that he's got something to do with the real Spider-Man and Warren's making even _more_ Spiders, one of whom is Peter's "cousin" Ben Reilly and another of whom isn't the most stable guy.

Now, why do I put "cousin" in quote marks? Let's just say Peter and Ben's relation isn't exactly what it seems to be, and that'll be a factor later on in this story. (Oh, and Harry Osborn's finally contributing to the plot, but that's going to be explained later.)

In the meantime, the supernatural elements of this story creep back up with a _vengeance,_ if you know what I mean. Those of you who are Marvel-savvy will definitely know who those two bikers were, and I'm sure there aren't that many of you reading who don't have some clue about Blade, but who're his partners? Why is Darkstalkers' Felicia in town and what does (or will) the Black Cat have to do with anything? Not to mention some familiar faces from Devil May Cry are making an appearance, too.

Yow! It's all getting really complicated right now, but sit tight, gentle reader, and all will be explained in the chapters to come. In the meantime, thanks for waiting me out this long.


	11. Living Where the Sky Ends

"Advent of Midnight"

Chapter 11: "Living Where the Sky Ends"

Disclaimer: Spectacular Spider-Man and related characters and properties belong to Marvel Comics, Marvel Entertainment, and Sony. Darkstalkers and Devil May Cry and associated characters and properties belong to Capcom. I make no money whatsoever from this story.

Author's note: Time for the endgame to start, and it'll start with the biggest bang I can think of. You wanna know what that is? Hell on Earth, baby! Spider-Man and his supporting cast and allies will be caught in a nightmarish battle for their lives and the safety of their city – nay, the _world!_ Never fear, though, for out of the ashes of this destruction will come the debut of new heroes, as well as possibly the redemption of old enemies. But what am I wasting time talking for? You want the action, so I'm gonna give it to you!

* * *

Dante drew Ebony and Ivory, his twin handguns, and shot like a madman at Spider-Man, who was dodging so fast he'd be invisible to human eyes. Dante's eyes, however, could still track him, even if the wall-crawler's speed had increased greatly under his tutelage. "Is that the best you can do?" Spider-Man taunted.

"You haven't seen my best yet, kid," Dante retorted, continuing to fire . . . only for Spider-Man to suddenly appear in his face, chopping the hand that held Ivory and kicking the hand that held Ebony. Dante twisted and spun around Spider-Man, about to fire when Spider-Man kicked his gun hand again. "Heh, you're getting good at this."

"Watched you long enough," Spider-Man answered. "And I watched a lot of _Equilibrium_ and_ Ultraviolet._"

Dante fired past Spider-Man, anticipating that the noise would shock Spider-Man enough to throw him off his game. Sure enough, it staggered the web-slinger, and Dante took the opportunity to shoot some more at him. Spider-Man dodged the bullets with the kind of alacrity Dante hadn't seen in anyone but a demon or someone with demon blood up to this point. Then again, Spider-Man had a little demon in him, courtesy of Demitri.

Dante switched his guns for his sword Rebellion, spinning around to block Spider-Man's kick. "You like tricking, don't you?"

"What can I say?" Spider-Man asked. "I prefer to have the element of surprise on my side!"

Spider-Man jumped off the blade and back-flipped so that he was looking at Dante while in the air . . . and started shooting web bullets at Dante, who dodged them. Spider-Man landed on the wall and ran on it, shooting a web-line so he could zip across to kick Dante in the face. Dante sidestepped Spider-Man's kick and twisted to kick the web-slinger in the side, knocking him off his web-line. Spider-Man just twisted in mid-fall, landing on his hands and flipping onto his feet to fire more web bullets at Dante.

"What do you call those?" Dante asked. "Impact webbing?"

"Nice name," Spider-Man replied.

"Just be sure to give me credit when you're kicking super-villain ass with it!" Dante joked, before switching Rebellion for Ebony and Ivory and shooting at Spider-Man again. It was at this point that Spider-Man tried something new, namely spinning a giant web-shield to catch the bullets. By the time Dante stopped firing, more than two dozen bullets were embedded in the web Spider-Man had spun.

"Well, it's not quite Captain America's shield, but it'll do nicely," Spider-Man remarked, revealing himself from behind the web.

Dante gaped at Spider-Man before smirking. "Like the Devil Trigger, but won't it bring back memories?"

Spider-Man was now engulfed in a black aura that had bonded with his costume, changing it to a pitch black color with a very pale gold stripe extending to his waistline from the white spider symbol across his chest and razor-scalloped silver bracers on his arms. This was the power of his own Devil Trigger, created from combining the latent vampirism and symbiote remnants in his blood.

"I'll live with those memories," Spider-Man replied. "Now, don't you want these back?" He made his web flick the bullets at Dante, with enough force behind them that it was almost like he had a gun of his own. Dante dodged his own bullets while firing back at Spider-Man, who was dodging as he ran alongside Dante. The wall-crawler lashed out with a web-formed whip, catching Ebony and yanking it out of Dante's grip.

That, however, left him open to Dante shooting at him with Ivory. Spider-Man seemed to vanish from Dante's sight, reappearing above the experienced demon slayer and firing a web at him just Dante shot at him with Ivory. The web caught Ivory by the barrel and Spider-Man yanked on it, pulling Ivory out of Dante's grip. Having stripped Dante of his guns, Spider-Man landed on the ground and swept his leg out to trip an attacking Dante, who just landed on his outstretched hand and spun on it to kick Spider-Man.

Spider-Man blocked Dante's kick with his arm, and flipped him with his other hand. Dante twisted in midair and drew Rebellion again, slashing Spider-Man across the chest with it. The wound quickly healed, and the Devil Trigger suit repaired itself. "Time we got serious now," Dante said. "Now, you ready to party?"

"Oh, yeah . . ." Spider-Man replied, cracking his neck muscles.

Just as they were about to really step up their training session, they were interrupted by Morrigan, who was "dressed" in civilian clothes. "You have a visitor."

"I do?" Dante and Spider-Man asked at the same time.

"Dante does," Morrigan replied. "I think she's an ex-girlfriend."

Dante sighed and sheathed Rebellion. "Damn it."

"What, you have unfinished business?" Spider-Man asked while he powered down his Devil Trigger to revert to the costume Lilith had designed for him.

It was still red and blue, but the design was much different than before. To begin with, the stripes of red on his arms that connected his shoulders and gloves were rather narrow compared to before, curving in at his elbows and linking with the underside of the forearm-length red patches (instead of the top side like before) until ending at the wrist-mounted triggers of his improved web-shooters. On the tops of his forearms, those red patches went as far as his middle and ring fingers while stopping midway on his index and pinky fingers, leaving the rest of his gloves very blue.

The spider symbol on his chest took up more of the vertical stripe extending from his shoulders, but the four legs pointing down simply kept going down until ending at his hips. While web patterns still framed the spider symbol and covered his shoulders and mask, they stopped about halfway down the torso stripe, which now ended in an arrow that Peter couldn't help but think was aimed for his junk. His belt was still there, in a manner of speaking, but it was incomplete and now just framed the arrow-like end of his torso stripe.

His boots had been redesigned, too, but only slightly in comparison to the rest of his costume. His mask had also suffered very little altering in comparison to the rest of the suit, although the black frames of his lenses were much narrower and the lenses themselves were wider and larger than before. The opaque coloring was still the same, if only slightly more silvery than before. He had somewhat mixed feelings about the new suit, but Lilith had tried her hardest and seemed to really want to please him (in ways Peter shuddered to think about), so he figured he owed it to her to wear it.

"You could say that," Dante replied as he went into the den to find a beautiful blonde woman in a black corset and leather pants lounging on the couch waiting for him. "Hey, Trish."

"Hey, Dante," Trish greeted him.

* * *

In a space Miles Warren had managed to borrow for the purpose of seeing his test subjects in action, said test subjects were testing out the extent of their newfound powers. While all of them had received spider-based powers, they did vary somewhat from subject to subject.

Mattie Franklin grew four spiderlike limbs out of her back that could fortunately be retracted, which Warren theorized could be used as extra hands or for boosted climbing ability. Her wall-crawling ability, if Warren was not mistaken, resembled psychic phenomena of a sort, as though she were willing herself to adhere to whatever surface she touched. With a little more careful study, he might very well crack the mystery behind Spider-Man's powers.

The costume he'd given her was ultrathin latex resembling Spider-Man's costume, only with the red parts colored bluish-silver and missing the web patterns, plus a thin false braid sticking out of the back of the mask. In all likelihood, it would enable her to exercise the full extent of her powers while keeping her somewhat protected from the elements.

Anya Corazon had developed an armored carapace that Warren theorized was some manner of internally grown symbiote that could provide extra defensive ability. Additionally, she seemed to be even more flexible and dexterous than Spider-Man himself. Her costume was an ultrathin black latex full-body suit with a white spider symbol covering most of her torso, the thorax's diamond-shaped end passing over her groin like a leotard.

The costume was also equipped with built-in grappling devices that ended in spider-shaped grips resting on the backs of her hands like armor. A black half-mask, cut to expose her auburn ponytailed hair and lower jaw, concealed most of her face with orange goggle-lenses shielding her eyes.

Brian Kornfeld had developed talons on his fingertips and toes, as well as spinnerets for internal web generation and venomous fangs to paralyze the enemy with. He also seemed to have explicitly enhanced senses, specifically sight, hearing, and touch, which boosted his already phenomenal reaction time. In terms of physical prowess, he was on par with the web-slinger himself.

His costume was a full-body black suit with connecting red spider symbols on the front and back. When the uppermost outer legs connected at the shoulders, they extended down his arms and then expanded into red web patterns over the forearms and hands. When the lower inner legs connected at the hips, they extended down his outer legs and expanded into red web patterns over the calves and feet. His mask was almost entirely black, but with a red spider symbol over the face with the legs arranged to vaguely resemble Spider-Man's lenses.

Harry Osborn was fairly close to Spider-Man in terms of the nature of his abilities, with one important exception – he had spinnerets that enabled him to internally generate webbing, similar to Brian. His costume was a dark green-and-black one-piece affair with the sides, gloves, and pants being black and the sleeves, chest, mask, and boots being green. The mask also had red eyepieces styled similarly to Spider-Man's and a black spider symbol spread across the front of his costume.

Benjamin Reilly's costume was primarily a very vivid red with the insides of his arms and his outer flanks, from his underarms down to his feet, colored midnight blue with strategically placed red notches breaking up what would have otherwise been endless deep cobalt. Identical dark blue spider symbols covered his chest and back, with the first three legs connecting to each other by stretching over and under his shoulders. The eyes of his mask were colored a reflective indigo-black that shone in bright light both to provide the wearer with enhanced night vision and to help obscure his identity, with silver triggers mounted on his inner wrists leading to the web-shooters just underneath the outer layers of his gloves.

Warren found him to be the most interesting case of his five guinea pigs, as his abilities were completely identical to Spider-Man's, and never mind his costume colors almost matching the web-slinger's. If Warren didn't know better, he'd swear Reilly's DNA reacted the same way to the genetically modified spiders as the original's had. He chuckled to himself slightly as he watched them, having done a comparison between Reilly's DNA and the sample he'd surreptitiously gained from the scene of one of Spider-Man's more brutal fights.

Their Y chromosomes were identical, as though they had the same father. That didn't make sense, as Reilly was supposed to be Peter Parker's _cousin,_ not his _brother,_ not unless . . . Oh, this was going to be worth investigating.

It quite amused Warren that he knew the truth behind Spider-Man's mask, even when his boss didn't. It was the one secret he kept from Norman Osborn, as other than the secret work he did for the man, it was how he would remain valuable in Osborn's eyes. Osborn couldn't very well kill him off if Warren knew something he, for all his supreme arrogance and overconfidence, didn't.

With a slight smirk, Warren turned to his aide in this endeavor, a man who went by the alias of Tony Masters. Masters was a man with a unique talent, the ability to absorb the sight of another's movements into his own muscle memory and then replicate said movements as skillfully as his own physical abilities allowed. Masters had used this talent to give himself frightful mastery of most martial arts, acrobatics, gymnastics, and athletics he cared to watch on par with the best in those fields.

Masters had even managed to do the same with certain "street-level" heroes who relied most often on their physical talents to see them through a fight, such as Spider-Man. That was where he entered the story here, as Warren had commissioned his help to teach his personal "Web Corps" the original web-slinger's best tricks.

"The telemetry suits were quite above and beyond my expectations," Warren said to Masters.

"Yeah," Masters replied. "You gave me the retainer for them, and I know not to give anything but the best. Those kids are gonna wipe the floor with ol' Web-Head."

Warren scowled a little. "We'll get there when it's time. I find Reilly the most interesting, though. Out of them all, he matches Spider-Man almost exactly, as though they were somehow related."

"Probably the guy's brother," Masters remarked apathetically. "Not like it matters."

"Oh, but it does matter," Warren insisted. "Spider-Man's identity would be worth a lot to certain interested parties."

"Not to me," Masters replied brusquely. "I'm just trying to make a living. I could care less who the wall-crawler is. I'll wait till he's dead to find out. Besides, isn't there some angle you're working that you don't exactly want your boss to know about, whoever the guy is?"

"Nothing you need to be concerned about for the moment," Warren stated simply. "Your payment is taken care of, and you'll find that you've been more than adequately compensated for your help here."

"Sure," Masters said. "Not my problem if this whole thing blows up in your face, Doc. Just consider me a middleman." He sauntered out, leaving Warren alone with his "Web Corps."

Truth be told, Masters' remarks had hit a sore spot. With Morbius and the first Spider-Man clone he'd created running loose, the deal he had with Norman Osborn had become rather more tenuous than he'd like. Both failed experiments had the potential to expose what he'd been doing for Osborn behind the Connors' backs, not only costing him his job at ESU but also costing him his autonomy, such as it was. Fortunately, he knew never to put all his eggs in one basket.

* * *

Elsewhere in the city, Gwen had come over to Mary Jane's house at the redhead's behest. "Hey," Gwen greeted when she saw Mary Jane. "Heard from Peter yet?"

"No," Mary Jane admitted glumly. "He's just completely dropped off the grid, and there's only so long I can keep Aunt Anna from calling the police to go look for him."

"Not to mention there's only so much I can do to assure my dad that Peter's not somewhere getting himself killed trying to find his aunt," Gwen added.

"Except he probably is, isn't he?" MJ surmised. "Or worse . . ."

"What do you mean, worse?" Gwen asked.

"You remember when he was acting so cold when his aunt was in the hospital?" MJ asked. "And when we found out who he was?"

Gwen remembered all right. The cold anger in Peter's eyes had frightened her. It had frightened her even more when she'd been trapped in Venom's web with Harry, Liz, MJ, and Ben, and a black-suited Spider-Man had come to save them. The fury in his body language, in his movements, as he fought Venom and his accomplice had chilled her even more, especially when she realized . . . it was _Peter_ under that mask.

"I'm scared for him, Gwen," MJ admitted. "He's been in a bad place lately, ever since what happened to his aunt. I'm scared he's out there doing something horrible to himself to try to get her back."

"You mean . . ."

"He has the suit again, the one that turned Eddie Brock into that monster. Who knows what it could be doing to him right now?"

"And what about Lilith?" Gwen asked.

"I don't trust her," Mary Jane confessed. "Something about her just feels wrong to me, and I'm pretty sure she wants something from him. Something he can't give without . . . without not being the guy we know –" _and love,_ she silently inserted "– anymore."

"Where do you think he is?" Gwen inquired.

"I don't know," Mary Jane replied. "If I knew where Lilith was, I could go over there and try to wring some answers out of her neck."

"Peter's a lot stronger than we give him credit for," Gwen confessed. "I always used to think he was so fragile, especially since his uncle died, like at any second he could fall apart completely . . . but he hasn't. He keeps going, no matter how much he suffers for it, so long as he can keep protecting people, so long as the people he cares about are still ok . . . he can keep going."

"You love him a lot, don't you?" MJ remarked.

"Yes . . ." Gwen admitted. She smiled ruefully at Mary Jane. "You love him, too, don't you?"

"He's my friend," Mary Jane averred. "And I've got someone else, who just happens to have a fetish for ruby shades."

"From what you've told me about him, he and Peter would get along well if they knew each other. And maybe that's why you're going out with him . . . because you're convinced you're not the one Peter really wants."

"Even if I did want him that way," MJ admitted, placing a hand on Gwen's shoulder, "I wouldn't do that to you. You're too important to me, Gwen."

Gwen hugged Mary Jane. "Thanks."

* * *

Back in Aensland Manor, Peter Parker had removed the top half of his Spider-Man costume and was patiently submitting to Lilith's tattoo artistry. These weren't ordinary tattoos, but runes of protection she was etching onto his skin, special magic designed to keep the curse of his latent vampirism from taking over completely. If that happened, he would be another thrall of Demitri, just like the rest of the demon lord's servants.

The pain wasn't important. Peter could take pain; he'd been taking pain ever since committing himself to his life as Spider-Man. Despite that, the runes reminded him of the one thing he'd lost he'd hoped to all Heaven he never would: Aunt May. That was what had been sustaining him all this time, cold rage over Demitri claiming Aunt May as one of his numerous vampiric concubines. The worst part was that his former friend and now worst enemy had helped Demitri to do it, had led him to everyone in Peter's life that Peter cared about, and made them all suffer to make _him_ suffer, to teach _him_ what it was like "to be alone."

"Ooh, you're tense," Lilith remarked, finishing the runes. "Would you like me to give you a massage?"

"No," Peter replied.

"Something else?" Lilith asked. "Like maybe a little . . . ?" She slid her hand down his well-muscled yet lean torso as she spoke, only for Peter to grab her hand and stop it from roaming further.

"Not in the mood for games right now, Lil," Peter hissed warningly.

"Too bad I am," Lilith purred. "And you're really sexy when you're mad. Makes me wanna pounce on you and . . ."

"Not in the mood," Peter whispered dangerously.

Lilith moved around so that she was sitting in Peter's lap, straddling him. "Tell your cute sister Lilith about it," she prompted in a sexy-cutesy voice.

"My aunt is in Demitri's clutches," Peter whispered ruefully. "He's probably doing all manner of depraved things to her right now, things I'd rather not think about, and I haven't been able to stop him . . . I haven't been able to save her. What good am I, if I can't even save the one person who's always been there for me?"

Lilith pulled Peter's head against her chest and stroked his hair. "You're plenty of good. And we're going to get your aunt back, and then we can all be one big happy family."

Peter pulled his head back from Lilith's chest. "Wait, what the hell are you talking about?"

"Simple," Lilith replied cheerily. "Morrigan is the yummy mommy, Dante is the dashing daddy, and you and I are big brother Spidey and his cute little sister Lilith!"

"Gonna be a real twisted family relationship, way you're on me right now," Peter remarked incredulously.

"Like you don't like it," Lilith retorted, shifting slightly on Peter's lap, seemingly for a more comfortable perch. Peter knew better, though, as he felt certain parts of his anatomy respond in ways they shouldn't, given that he was seeing Gwen now, for certain qualifiers of "seeing."

"Do you mind?" Peter asked. "I'm an attached man, now, remember?"

"Bring her over," Lilith suggested impishly. "We can _all_ play together."

Peter did his best to keep himself under control, suppressing the ancient instincts that demanded he throw Lilith on the floor and seal the claim she wanted to make on him. "I wonder how Dante and his ex-girlfriend are doing," he remarked, changing the subject quickly.

* * *

Back in the den, Dante was lounging on another chair across from Trish, who was still on the sofa. "So what's the deal with you and Morrigan?" Trish asked skeptically. "Don't tell me you're following in Vergil's footsteps and embracing your inner demon."

"Little different," Dante replied. "There's a war in Hell right now, and I'm simply backing the least evil side."

"And you call Belial's daughter the least evil side?" Trish asked warily, with a trace of bemused "you expect me to believe that?"

"Yeah," Dante answered nonchalantly.

"And you wouldn't just be saying that because she's a wildcat in the sack?" Trish inquired, arching a slender golden eyebrow.

Dante cocked one silvery eyebrow, smirking impishly at his longtime partner. "What's the matter, babe? Are you jealous? You could have spoken up."

Trish chuckled. "You overestimate yourself, Dante, as always."

Dante snickered. "Look at you, trying to act like you don't care. It's kinda cute."

"What about the kid in the Spider-Man costume?" Trish asked, changing the subject. "Is he your protégé now? Your new Nero?"

"Funny how I pick 'em," Dante mused. "Kids with hella attitude, but they can back it up once I get 'em worked up enough. That and they're both lovesick idiots who can't spit it out."

Trish laughed a little. "Sounds like they'd get along well. Lady misses you, you know."

"She does?" Dante asked, surprise written all over his face. "Wouldn't have figured that one."

"Oh, you'd be surprised what we talk about when you aren't around," Trish replied, smirking at Dante. "But I didn't just come here to talk about old times."

Of _course_ she hadn't, Dante found himself thinking. "Let me guess, the bastards are creeping up on Earth, too."

"In a nutshell," Trish confirmed with aplomb. "Good news is I met a guy. His head was on fire, and it didn't bother him one bit."

"Well, that's just nuts," Dante remarked.

"Not so nuts," Morrigan interjected, cutting the levity short. "Sounds like the Ghost Rider, our answer to the mortals' boogeyman: a fallen angel bound to a clan of demon slayers, using the flames of the Fire Hell to punish the wicked."

"Ghost Rider, huh?" Dante repeated. "Sounds like he's got a sick ride, if he's gonna be going by 'Ghost Rider.'"

"It was a flaming motorcycle with headlights set in a giant skull," Trish filled in. "Sick enough for you, Dante?"

Dante whistled. "Oh, yeah. I always wanted to see for myself if that guy was real. Sounds like he is."

* * *

Elsewhere in the city, a heterochromatic-eyed woman (one eye blue, the other red) with short dark hair was in the middle of a fight with none other than Michael Morbius. The woman, the demon slayer called Lady, drew her large rifle, complete with a bayonet attachment on the underside of the barrel, and fired at the artificial vampire. Said artificial vampire dodged so fast he seemed to blur right into invisibility, although he wouldn't have such an easy time of it . . . because the bullets were tracker rounds.

"Who are you?" Morbius asked.

"Who needs to know?" Lady asked back as she swung the rifle at Morbius, who caught the bayonet with his bare hand and used it to pull her toward him. Lady pulled the rifle out of his hand, back-flipped agilely, and resumed shooting at him as soon as she could point the rifle at him. Morbius was still managing to evade her tracker rounds, but he couldn't do so forever . . . so he tried something else.

_He started catching the tracker rounds!_

"Is this a private party?" a voice hissed.

Morbius snarled. "Spider-Man!"

"Yeah, you could say that," the voice hissed, crawling out of the shadows to reveal a figure in quasi-organic body armor designed to resemble Spider-Man painted completely black.

"Spider-Man?" Lady asked, somewhat bemused by his timing. "So, you went back to black or something?"

The dark Spider-Man grabbed Morbius and sped up the side of the nearest building while carrying him, only to jump off at the top and body-slam him into the ground with enough force to crack the street. "Who are you?" Morbius asked. "You're not him!"

"I am . . . I am . . . and when I'm done with you, I'm coming for that imposter," the dark Spider-Man snarled. He flipped so that he was doing a handstand on Morbius's chest and started spinning Morbius around while they were both still on the ground, grinding the artificial vampire against the street so hard Morbius started to bleed.

Fed up, Morbius grabbed the dark Spider-Man by his wrists and threw him off him, succeeding in that and ripping his own skin off, as the dark Spider-Man had been clinging pretty hard. It healed quickly, though, the one thing Morbius supposed he could thank Warren for. The dark Spider-Man just rebounded off the building and swung at Morbius with his arm having suddenly morphed into a giant organic sword blade.

_Well, this is just great,_ Lady thought. _A vampire and a psycho shape-shifter who thinks he's Spider-Man._ She switched out her rifle for a pair of large handguns and started shooting at both of them. This merely prompted the shape-shifter Spider-Man to morph his blade arm into a shield to block the bullets, while Morbius dodged them instead.

The shape-shifter Spider-Man then changed his shield arm back into its blade form and charged her, obviously intending to take her head off with it. Not intending to go headless, Lady switched back to the large rifle with the bayonet attachment and plunged it right into the shape-shifter Spider-Man's stomach. The aforementioned Spider-Man doppelganger just swung his blade arm at Lady, prompting her to jump back, ripping the bayonet out of his chest in the process.

"Just what the hell kind of demon are you?" she asked.

"Not a demon, not a demon, not a demon," the shape-shifter Spider-Man replied frantically, even as he healed from the wound Lady had dealt him.

"Oh?" the demon slayer asked. "Then what are you? You're obviously not human."

"He's another one of Warren's freaks," Morbius snapped out his explanation. "Just like me. Warren ruined us both."

"Who's Warren?" Lady asked.

"A scientist who revels in twisting life around to suit his own sick ends," Morbius growled. "He made me like this. And this sad excuse for a Spider-Man is obviously his work, too."

"_I'm_ the real Spider-Man!" the shape-shifter Spider-Man snarled, lunging at Morbius in retaliation for the perceived insult. Morbius caught the Spider-Man doppelganger's blade arm and used it to throw him into the wall.

"No, you aren't," Morbius growled. "You're a hollow imitation of life, just like me."

"SHUT UP!" the shape-shifter Spider-Man screamed. "I'M REAL! I'M REAL! _I'M REAL!_" With that outraged and pained cry, a mass of bladed tentacles ripped out of his body and began wildly assaulting Morbius and Lady. Morbius dodged, grabbing the demon slayer and carrying her away from the maddened doppelganger.

"So?" she asked. "Why did you do that?"

"Because you're not the one I have a quarrel with," Morbius replied. "Now, you were saying something about demons. I've encountered my share recently."

"City's crazier than I thought," Lady muttered. "Science experiments creating real demons? What the hell is that?"

Morbius looked up at the sky, and what he saw almost made him into a praying man. "The sky . . . it's bleeding."

Lady looked up, seeing the unnatural discoloration of the sky with her own eyes. "Damn. Why do I get the feeling this night's going to get worse?"

* * *

Meanwhile, a silver-blond young man wearing a blue jean coat over a red hoodie and black pants with his right arm in a sling looked up at the bleeding sky, swearing under his breath. Just then, he felt a droplet land on his head . . . and it wasn't rain. The air smelled too metallic for that, metallic like . . .

"Blood?" the young man muttered.

"_**The damned will now roam these streets, young one,"**_ a deep, inhuman growl of a voice spoke, and the young man turned to see a flame-skulled biker straddling a motorcycle that was also on fire. _**"Be on your guard, descendant of Sparda."**_

"How do you know about that?" the young man, none other than Nero, bearer of the Devil Bringer, asked.

"_**How do you think?"**_ the Ghost Rider asked, a rhetorical question at that. _**"The progenitor of your bloodline is most infamous among the denizens of hell."**_

"Are you here to fight or something?" Nero asked. "Not that I'd be surprised; you're not the first one to want to pick a fight with me."

"_**No,"**_ the Ghost Rider replied. _**"My fight does not lie with you, Nero. It lies with the one that has caused this invasion, this unholy merger of worlds."**_ He rode away on his flaming motorcycle, not bothering to elaborate further. Nero knew enough, though, and that just made his visit to this city much more complicated than it'd seemed to him at first.

"Damn it," Nero muttered.

* * *

Inside the Nightstalkers' safehouse, Hannibal King looked out into the sky and saw it raining blood. "Is that supposed to happen on an evening like this?" he asked, his sarcastic tone belying the fear in his eyes.

"No," Rachel Hellsing replied. "Someone's done something."

"I'll say," Frank Drake agreed. "It doesn't just rain blood without some jumped-up demon behind it."

"Speaking of jumped-up demons . . ." Edith Murray loaded her pistols, and smiled grimly. "You'd better get ready, pretty boy."

"I could say that for all of us," Blade remarked. "It'll turn out the same, though; some jumped-up suckhead or hellspawn comes out, thinking they're gonna have an easy run of this place, and then we kick their sorry ass back to hell after showing them it ain't that easy."

King chuckled. "Nice one, Blade. I was almost scared you'd forgotten how to make a funny."

"Wasn't being funny," Blade answered, throwing his trench coat on before sheathing his longsword. "Now, why don't we show whoever comes out looking for trouble who's the sheriff around these parts?"

* * *

At Aensland Manor, Spider-Man, Morrigan, Lilith, Dante, and Trish looked at the blood raining down from the sky. "Why do I get the feeling we're about to step in it?" Spider-Man asked.

"Because we have," Trish replied simply.

A crack of infernal lightning later, a man in purple-caped dark teal armor strode toward the five of them, a large nodachi in his hand. "Hello, Dante," the man greeted. "Have a hug for your big brother?"

"Vergil," Dante spat, drawing Rebellion.

"Bad dude?" Spider-Man asked.

"Badder than you know, kid," Dante replied grimly.

"You get one chance," Vergil stated coldly. "Step aside and live, or fight me and die."

"Blah, blah, blah," Spider-Man cut in. "Listen to the super-villain monologue about how he's gonna conquer everything! At least Doc Ock knows how to put on a show!"

Dante, Trish, Morrigan, and Lilith all looked at Spider-Man as though he'd grown two heads or six arms. To their surprise, Vergil laughed. "You're an impudent one," the armored Nero Angelo commented. "Demitri chose well when he marked you."

Spider-Man gritted his teeth beneath his mask. "That reminds me . . . I owe him a rematch. I guess I could use some practice first."

Nero Angelo smirked beneath his mask. "Then take my hand . . . and we'll dance on a field of corpses."

* * *

End Notes: There you have it, the eleventh chapter of "Advent of Midnight" is complete, and the endgame has begun! The war in Hell has spilled out into the human domain and once things get rocking, they'll get _rocking._ The paths of the Nightstalkers, the Ghost Rider, Spider-Man, and the Devil May Cry gang will collide, but will they untangle before the invading demons have their way with the human world? And will Spider-Man ever get his Aunt May back? For the answers to those questions and others, you'll have to come back for the next chapter! See you next time!


	12. First of Our Last Days

"Advent of Midnight"

Chapter 12: "First of Our Last Days"

Disclaimer: Spectacular Spider-Man belongs to Marvel Comics, Sony, and Disney XD. Darkstalkers and Devil May Cry belong to Capcom. I make no money whatsoever from the use of any of these series or their associated properties and characters in this story. This is only for fun, people.

Author's note: Sorry I've been away from this story for so long, but thank you for contributing your reviews and your ideas – especially you, CMR Rosa. In any case, I'm going to finish off this story with a bang, but it won't be the end for this universe, nor will it be the end of my forays into Spectacular Spider-Man fanfiction. Be on the lookout for my take on how the series could be continued past the revelations of "Final Curtain," but first – keep reading to see how this tale ends!

* * *

Hank Pym looked up at the burning sky and calmly picked up his cell phone, speed-dialing a number he knew by heart. _"Hello?"_ a feminine voice spoke after the first ring.

"Hey, Jan, it's Hank."

"_I know who it is. What's up?"_

"The sky is on fire and creepy-crawlies are raining from it," Hank replied.

"_Guess you have an excuse for a field test, don't you?"_ Jan remarked.

"Oh, yeah . . . but I think I'm gonna need your help," Hank admitted.

"_You mind if I bring over some friends?"_ Jan asked.

"Bring 'em," Hank replied, putting his cell phone on "speaker" as he began to strap on what looked like high-tech armor with a vaguely insect-like appearance. "I think we'll need all the help we can get."

"_Thanks,"_ Jan said. _"Besides, Natasha's been looking forward to meeting you. Later."_

Jan hung up, leaving Hank to wonder, "Who's Natasha?"

* * *

Meanwhile, Gwen Stacy and Mary Jane Watson were navigating through the demon-infested Big Apple to get to the nearest shelter available. On their way, they'd run into Liz Allan, who was just as freaked out as they were, while her brother Mark was doing a better job of keeping his composure.

"Hey," he greeted amiably.

"How can you be so calm?" Liz asked. "There are monsters all over the place!"

"If it's my time, it's my time," Mark answered. "Until then, I'm not letting anything happen to you or your friends. I'm just wondering where the hell Spider-Man is in all this."

"Doing the best he can, wherever he is," Gwen replied somberly.

An inhuman screech warned the four teens that danger was very much imminent, as a horde of skeletal-winged demons descended upon them. It was at that moment that a teenage boy in a leather jacket and red sunglasses ran up to them.

"Scott!" Mary Jane shouted. "What are you doing out here?"

"You might wanna duck!" Scott shouted back, raising a hand toward his sunglasses and pulling them off. As soon as his eyes opened, glowing a bright red, the four teenagers ducked, just in time to see a massive wave of red light pour out of Scott's eyes and annihilate the flying horde. Once the horde was extinguished, Scott shut his eyes and put his sunglasses back on.

"Scott . . . ?" Mary Jane asked.

"Sorry about that," Scott replied. "I'll get you guys to shelter, and then . . . I'll get out of your hair."

Just then, they all heard the sound of slow, almost mocking clapping. "Nice job, Scotty boy, saving those damsels," a young female voice remarked, and the voice was _definitely_ mocking him.

Scott whirled to see what looked like a 15-year-old girl with blonde hair and garbed in skintight red leather with metal armor covering her left arm and a demonic-looking sword on her back. "Who are you?" Scott asked.

"Just someone who saw an opportunity and took it," the girl replied.

"Are you behind this?" Scott asked indignantly.

"Me?" the girl asked with a cheery laugh. "No. I'm just here to watch. I've got no interest in who wins or loses." She drew her sword, cleaving the air with it. "Anybody who wishes to find their way to safety can step through this portal I just tore open."

"How can we be sure you're telling the truth?" Scott asked.

"What reason do I have to lie?" the leather-clad girl asked. "And it's not like you have many options, anyway."

"I'll go through first," Scott said. "If it's not what you say it is, at least I'll have a better chance of surviving."

"Scott, don't!" Mary Jane shouted.

"I'll be ok, MJ," Scott replied. Just as he was about to step through the portal, he was surprised by a very passionate kiss from Mary Jane. "Huh . . . ?"

"That was for luck," Mary Jane explained. "And you look cute when you're confused."

"Thanks," Scott whispered, smiling briefly before stepping into the portal. Seconds later, his hand extended back from the other side, as did his head. "It's cool."

"Told you I wasn't lying," the girl said.

"How can we be sure this isn't a trick?" Liz asked.

"Like the lady said, we don't have much of a choice in the matter," Mark replied. "It's either this, or try to walk through Armageddon. I don't like the odds of that." He took Scott's hand and let the other boy pull him through the portal. Seconds later, his hand came back out along with his head. "Liz, it's ok! Come in!"

"You sure, Mark?" Liz asked.

"Yeah, I'm sure," Mark replied.

"We might as well give it a try," Mary Jane said. "And even if it's not what we think it is, Scott's on the other side and he can take care of himself."

Reluctantly, Liz took her brother's hand and stepped through, along with Gwen and Mary Jane. The girl smiled and closed the portal behind them before turning to a slithering black blob heading her way. "Were you looking for another host?" she asked, kneeling in front of the blob. "Come here, you."

* * *

Back at Aensland Manor, Spider-Man fired impact webbing at Nero Angelo, who simply dodged the web bullets with such speed as to be virtually invisible. When he flashed behind Spider-Man, ready to slice his head off, Spider-Man elbowed his sword arm and twisted around to kick him, only for Nero Angelo to dodge. Just then, the demonic knight caught multiple bullets from Dante's guns with his sword, while Spider-Man jumped out of the way of the stray gunfire.

Morrigan and Lilith crashed down upon Nero Angelo with their wings wrapped around their legs for literal drill kicks. Nero Angelo merely got up and dusted himself off, looking for all the world like he'd been simply knocked down instead of brutally impaled on drills. He pointed his sword at them and seemed to vanish from sight before Morrigan grabbed him by his sword arm and twisted before she kicked him in the stomach.

"You guys got this handled?" Spider-Man asked.

"Yeah, why?" Lilith asked. "Oh . . . your aunt . . ."

"Yeah, exactly," Spider-Man replied. "I have to get her back."

"I can take this guy," Dante said. "And I know what it's like to lose a mother. Go save yours, kid."

"Thanks," Spider-Man said, and fired a web-line to swing away on.

* * *

As Spider-Man swung through the demon-infested city looking for Demitri, his spider-sense blared painfully and he let go of his web-line just in time to be assaulted by a horde of flying demons. Spider-Man twisted around as he fell and peppered the demons with a barrage of impact webbing, trapping them. He twisted again to spin a safety web beneath him, bouncing off it and into a side kick to another demon.

_I don't have time for this,_ Spider-Man thought angrily. He began to run, before jumping into the air and firing a web-line to swing from. Suddenly, his spider-sense went completely berserk, overloading his mind to the point of borderline collapse. He didn't even have time to evade a punch that nearly took his head off. As he attempted to regain his bearings, more punches rained down on him, hitting him in the stomach, in the chest, in the face . . .

"What the . . . ?" Spider-Man uttered when he saw his attacker. He was wearing a Spider-Man costume, albeit one that looked like it was made out of quasi-organic black metal. "Who . . . ?"

"The _real_ Spider-Man," the "other" Spider-Man replied while his mask peeled back to reveal his face. Spider-Man gasped when he saw the other Spider-Man's face; it was almost identical to his own face, except for a few disturbing differences. First, there were short, spiky barbs framing the underside of his face almost like a beard. Second, Spider-Man could swear he saw fangs in his doppelganger's mouth. Third, the doppelganger's skin was an almost leathery tan color and his hair had also become spiky barbs. Fourth, he was much taller and more frightfully imposing than Spider-Man himself. "The _real_ Peter Parker."

"I don't know who you think you are, but there's no way in hell you could be the real Spider-Man, because _I_ am!" Spider-Man protested.

"Liar!" the darker Spider-Man growled, his mask covering his face again as his right arm shifted into a giant organic blade that he swung at Spider-Man, who barely managed to dodge in time. As it was, the other Spider-Man had sliced through his suit and left a deep scratch on his chest.

_Warren,_ Spider-Man thought. _He did this._

The bio-armored Spider-Man charged Spider-Man, attacking again and again with his blade arm as Spider-Man attempted to just stay alive. His wound was healing, but it wouldn't help much if the other Spider-Man wounded him further . . . or even killed him, as he looked like he was fixing to do.

"Guess I have no choice," Spider-Man muttered, and Devil-Triggered. Immediately, his red-and-blue suit became black bio-armor similar to that of his doppelganger. A major difference was that the eyes of his costume were still white, as was the spider symbol on his chest. A second difference was the pale gold stripe running down from the spider symbol to his hips and the silver bracers on his wrists.

The next time the other Spider-Man swung at him with his blade arm, Spider-Man blocked it with the externalized web-shooter brace on his own arm. With his free arm, he fired impact webbing at his twin's face, momentarily blinding him. Sadly, Spider-Man didn't have long to enjoy his advantage, since the other Spider-Man just ripped the webs off his face. He attacked again, this time with a hyperextension punch that Spider-Man barely evaded in time.

_Whoever this guy is, Warren gave him some serious upgrades,_ Spider-Man thought. _But it's not like I don't have my own._

Spider-Man caught his doppelganger with a web-line and used it to yank the other web-slinger over as he lunged toward him, kicking his twin in the chest. The other Spider-Man recovered quite quickly from the kick, lashing at Spider-Man again by shifting his arm into a whip with a blade attached. Spider-Man once again barely dodged in time, only for his double to grab him with chainlike black webbing and pull him over to viciously hammer at him with his fists.

"I'm taking my life back," the Spider-Man doppelganger snarled as he prepared to deliver the finishing blow. Spider-Man rolled out of the way of his double's punch.

"If you're really me, then you should know . . . I'm trying to save Aunt May!" Spider-Man snapped. "You remember her, don't you?"

The darker Spider-Man seemed to freeze in place, as though shocked. "Oh, God . . . Aunt May . . ." The doppelganger clutched his head, screaming, "_Aunt May!_"

* * *

Spider-Man swung away from his maddened twin, resuming his path to Demitri to find and save Aunt May. Just then, his spider-sense went off again. _It better not be him again,_ Spider-Man thought. _I don't have time to get my ass kicked by him right now._

"So . . . you're the Spider-Man," a deep voice greeted him ominously.

Spider-Man landed on the rooftop of a skyscraper to see an imposing man with long hair tied back in a ponytail and a sword attached to his back. "Who are you?"

"Donovan," the man replied.

"What do you want?" Spider-Man asked.

"To kill Demitri Maximoff," Donovan replied. "I assume you want the same thing."

"Oh, you have no idea . . ." Spider-Man muttered. "But I'm no killer, and I don't think you're exactly after him for anything noble yourself."

"Who cares?" Donovan asked. "We have the same mission. We might as well go together."

"No thanks," Spider-Man answered, and turned to swing away.

"Such a shame . . . I'd hoped to avoid this . . ." Donovan growled, drawing his sword. He swung the large blade at Spider-Man just as Spider-Man back-flipped over his head and kicked him. Reacting quickly, Donovan whirled to block his kick. Undeterred, Spider-Man just twisted to kick him with his other foot, back-flipping onto his feet when Donovan blocked that, too.

Donovan charged at Spider-Man with his sword, but Spider-Man jumped onto the flat of the blade, grinding on it like a skateboarder to kick the swordsman in the face. Contorting acrobatically to launch himself away, Spider-Man fired a web-line and swung on it. "Wish I could stick around and fight, but I got better ways to get myself killed!"

* * *

While web-swinging, Spider-Man ran across a fight between Morbius and a tall bespectacled blonde and wielding a fencing sword. The woman seemed to be keeping up with Morbius just fine, but something didn't quite sit right with him about that particular fight. There was the temptation to leave Michael Morbius to his fate, considering that Spider-Man had to save his Aunt May, but Morbius had been human once – and killing him meant admitting that there was no chance for him to be human again.

He jumped into the middle of the fray, catching the woman's sword with a web-snare and throwing it into the wall. "So, Morbius, you still picking fights you don't need to?" he quipped.

"She attacked me first!" Morbius snapped.

"Really? We're gonna go with that?" Spider-Man mocked. "Fine, let's go with that." He turned to the blonde. "What did he do for you to go after him?"

"He's a vampire," the woman replied simply, as though that explained it all.

"Not really," Spider-Man countered. "It was a science experiment that made him into a vampire."

"Really?" the woman asked. "No wonder something was off about him. But it makes no difference. A vampire is a vampire, no matter his origin . . ."

"Somehow, I don't think you're so human yourself," Spider-Man shot back.

The woman glared at him. "And who do you think you are?"

"Someone who's going to take out a real vampire," Spider-Man replied. "Now, you can either waste time with –" His spider-sense went off, just in time for him to catch a lunging Morbius and throw him at the wall before webbing him to it. "Can't you see I was trying to help you?"

"I don't need your help!" Morbius yelled.

"Then what are you doing out here in the first place?" Spider-Man asked.

Morbius laughed. "If I'm going to be a monster, I might as well be a monster that preys on other monsters . . . isn't that right, _vampire?_"

The woman's stare hardened. "I've never taken a human life."

"Well, does it matter?" Spider-Man asked. "Right now, we've got hordes of demons out there doing God knows what to anybody still out there, so instead of fighting amongst ourselves, how about we get together and actually save some lives?"

"Hey, you must be Spider-Man!" a cheery voice shouted. "Nice to meet a local superhero!"

Spider-Man turned and saw a young man with muscular arms bared by an armored vest and a pair of swords in his hands. "Who are you?"

"Hannibal King, my man," the young man replied. "Miss Grouchy Pants there is Rachel Hellsing."

"Hellsing?" Spider-Man repeated. "Like van Helsing?"

"Sort of, yeah," Hannibal replied.

"And what were your parents smoking when they named you Hannibal?" Spider-Man asked. "That's the guy who eats people!"

"Hey, I don't get my parents, either," Hannibal replied. "Fortunately, I don't have to worry about them so much these days."

Rachel glared. "Hannibal . . ."

"Come on, babe, we've got better ways to kill time than this," Hannibal replied. "Besides, there's a super-vampire out there just dying to get his ass kicked by us. You in?"

"If by 'super-vampire,' you mean Demitri Maximoff . . . yeah, I'm in," Spider-Man answered.

"What'd he do to you?" Hannibal asked.

Spider-Man stared at him. "Converted the woman who raised me into one of his concubines."

"Damn, that's cold," Hannibal remarked. "Well, you've come to the right guys."

"So you have a personal stake in this," Rachel commented.

"Way to state the obvious, Miss Hellsing," Spider-Man sniped, "but I do."

"You might wanna follow us, Web-head," Hannibal suggested.

"Why, you know where he is?" Spider-Man asked.

"Uh, yeah?" Hannibal quipped.

"Fine . . ." Spider-Man conceded. "Assuming my crazy clone doesn't get to him first."

"Crazy clone?" Hannibal repeated.

"Not something I know the whole story to, either," Spider-Man admitted. "But he's out there, and he's nuts."

"We'll deal with him if he shows," Rachel said. "Just follow our lead."

"Sure thing, 'Master of Monster,'" Spider-Man quipped.

* * *

Inside the shelter the mysterious red-clad girl had led them to, Scott turned to Mary Jane and said, "I have to go."

"What do you mean?" Mary Jane asked.

"I've got friends out there," Scott replied. "They'll be looking for me – and I've got some things I have to do." He kissed Mary Jane quickly before dashing out of the shelter.

"What does he think he's doing?" Sally Avril yelled, her panic catching up with her.

"Same thing I'd be doing if I could," Rand Robertson admitted.

"Where's Puny Parker?" Flash Thompson inquired. "He shouldn't be out there by himself!"

"I thought Spider-Man would save him," Sha Shan remarked with a soft smile.

"Yeah, but Spidey's got other people he has to save, too!" Flash protested.

Sha Shan smiled. "You care about him a lot, don't you?"

Flash huffed. "Even Puny Parker doesn't deserve to get eaten by monsters. That's as far as I go."

Sha Shan's smile remained. "It's ok, Flash," she whispered. "You don't have to pretend you don't care."

"Why does that man Jameson insist on making Peter put himself in danger like that?" Anna Watson asked.

"To get photos of Spider-Man in action," Mary Jane replied.

"And where did you meet that young man, anyway?" Anna wondered.

"Coffee shop," Mary Jane answered. "And if you're wondering, the glasses are for medical reasons. He's extremely photosensitive. At least, his eyes are."

"Like a vampire?" Sally asked.

"If you want to think of it like that," MJ responded.

"And where's Ben?" Anna questioned.

"Somewhere," Gwen murmured. "And I'm worried about Harry, too."

"Don't be," Flash commented. "He's probably holed up with his dad safe and sound."

"That's what I'm worried about," Gwen admitted. "Harry's dad . . . isn't the nicest of people."

"He wouldn't let his own son die, would he?" Flash mused aloud. "Nobody's mean enough to let their own kid die."

"Ben's probably in another shelter right now," Mark suggested to Gwen. "I wouldn't worry."

"I don't know what to think of that boy," Anna mused out loud. "He's so secretive . . . but that might be something that runs in the family."

"You're thinking of Peter, aren't you?" Mary Jane surmised.

"Yes," Anna confessed. "He's a nice boy, but there's a lot he keeps to himself."

"He's a teenage boy, Aunt Anna," Mary Jane said. "They're like that."

"Wish I could be out there," Flash muttered. "I'd teach those monsters a thing or two."

"That's suicide and you know it," Rand responded.

"Yeah . . . but I'm sick of sitting here not being able to do anything," Flash admitted.

"He'll be all right, Flash," Sha Shan whispered.

"I hope so," Flash muttered.

* * *

Back outside, Nero Angelo blocked Dante's sword Rebellion with his own blade, kicking him aside as he dodged an aerial Trish's bullets. While he was about to attack her, he was attacked by twin Morrigans and twin Liliths, who struck at him with their morphing wings. Nero Angelo blocked their wings with his sword and ultimately swept his leg out 360 degrees to trip them. Sadly for him, they flew up to avoid his kick while recombining into individual entities at the same time.

"Doesn't matter," Nero Angelo muttered as he started catching Trish's and Dante's bullets with his sword. "I have more pressing matters to deal with." In a flash, he was gone.

"Where's he running off to?" Lilith asked.

"Nero . . ." Dante muttered, sprinting in the direction he'd sensed his twin had gone.

Trish spared an aside glance to Morrigan. "You might wanna help the little spider with your ex. Boy's probably running to his death right now." Not saying anymore than that, Trish sprinted after Dante.

"She's right," Lilith said. "And I don't want Petey to die. I'm not done playing with him yet!"

Morrigan sighed. "Very well. Let's find our spider."

* * *

Elsewhere in the demon-infested city, Nero was in the middle of a fight with Donovan, a clash of swords, no less. Donovan unleashed an arc of fiery energy by swinging his sword through the air, and Nero sliced through it with his sword Red Queen. Nero charged Donovan as he went into Devil Trigger, his eyes glowing red and his demonic aura taking the shape of a spectral warrior hovering over him.

"So this is the power of Sparda's blood. . . ." Donovan whispered. "And I thought only your father was capable of this strength!"

"What do you know about my father?" Nero asked, swinging Red Queen at Donovan, who blocked it with his lightning-charged sword.

"He's the man who stands in the way of my ascendance," Donovan replied coolly. "And I will eliminate him."

"So what does this have to do with me?" Nero interrogated.

"Not much," Donovan admitted. "I'm just wondering how your father will feel when I give him your corpse."

That was when Nero drew his other sword, the demon blade Yamato, and slashed at Donovan with it. "You even have his sword . . ." the dhampir swordsman growled, before he started to chuckle. "Like father, like son."

Suddenly, Yamato flew out of Nero's hand and into the hands of a man-shaped figure in dark teal, demonic-looking armor complete with a purple cape. "Indeed," the armored man spoke coldly, just before impaling Donovan with Yamato. As Donovan fell, the armored man turned to Nero. "I see you've followed the same path as my foolish brother."

"Who are you?" Nero asked.

"Nero Angelo," the armored man answered, briefly powering down the armor to reveal a handsome white-haired man virtually identical to Dante. The major differences were that his hair was swept back in spikes and he wore an ornate blue coat with red lining instead of the red coat that was Dante's trademark. "But you can call me 'Father.'"

"What are you doing here?" Nero asked. "Dante told me you were dead!"

"In a manner of speaking, but the realm of demons does not follow the same laws as that of humans," Nero Angelo replied.

"Did you do this?" Nero interrogated furiously.

"It was someone else," Nero Angelo responded. "He has his own agenda, but this was too much of a boon to pass up."

As he was about to speak further, he was interrupted by Donovan sending a wave of icy force at him through his sword. Armoring up again, Nero Angelo jumped into the air and telekinetically ripped Yamato out of its impromptu sheath in Donovan's body. Catching the bloodied demon sword as he descended, Nero Angelo slashed at Donovan, only for Donovan to block Yamato with his own sword, now engulfed in flames.

While Nero Angelo and Donovan clashed swords with each other, Nero ran into Lady, who was hefting her gargantuan rifle as though it were weightless. "Well, I didn't think I'd be seeing that son of a bitch ever again," Lady remarked.

"You know him?" Nero asked.

"That's Vergil . . . the other son of Sparda," Lady replied. "Trust me; the apple's fallen far from the tree."

"I know," Nero acknowledged. He concentrated on his Devil Bringer and thrust it forward, generating an astral hand that pulled him into a scissor kick to both Donovan and Nero Angelo. While he had the advantage, he drew Red Queen and slashed Nero Angelo with it, then drew Blue Rose and shot Donovan with that. After landing on the ground, he twisted around to slash Donovan with Red Queen and shoot Nero Angelo with Blue Rose – only for his bullet to be deflected by Yamato.

"You're a lot more like my foolish brother than I thought you'd be," Nero Angelo remarked.

"Yeah, well, Dante's a cool guy," Nero retorted. "You? Not so much."

* * *

Meanwhile, a humanlike figure garbed in a closed purple coat stared at the chaos below from a high tower. Then he looked up at the sky, its clouds still bleeding an unnatural red. "Soon . . . they will all be united," he whispered.

"_**Unfortunately, Jedah Doma, your mad scheme will not see the light of day,"**_ a demonic rumble spoke. This prompted the purple-clad figure to look down and spot a hellish motorcycle with burning wheels charge up the side of the tower he was standing on. The motorcycle overshot the top of the tower and somersaulted before landing on top of the tower, revealing its rider to be a leather-clad skeleton with a fiery skull.

Jedah Doma turned and saw another hellish motorcycle do much the same thing, only its wheels burned blue and its rider was a leather-clad skeleton with his skull also burning blue. "Ghost Riders . . ." he whispered.

"_**Stay out of this, Daniel!"**_ the red Ghost Rider shouted.

"_**It is my task to cleanse this world of evil,"**_ the blue Ghost Rider retorted. _**"Just like it was yours, but unlike you . . . I will show no mercy."**_

Jedah just chuckled softly, a chuckle that grew louder and more crazed as it went on. _**"Does something amuse you, laughing demon?"**_ the red Ghost Rider inquired with cold anger.

"Yes," Jedah replied. "You are brothers, and yet you are opposed. Much like another pair of brothers I am familiar with."

"_**We're not opposed in this,"**_ the blue Ghost Rider snarled as he charged the deathly pale demon, ablaze with blue fire. The red Ghost Rider charged at Jedah as well, intent on backing up his brother even if they were currently at odds. It would be up to chance – or maybe God – if they were strong enough to take down the Dark Savior. For the sake of the three worlds . . . they'd need to be . . . or all was lost.

* * *

End Notes: There you have it; I've returned to "Advent of Midnight" and done it with a bang! Spider-Man has met his deranged clone, tangled with two of the warring demon lords, and is now on his way with the Nightstalkers to battle Demitri Maximoff so he can save his Aunt May! Will he survive the coming confrontation? Even more importantly, will he and his allies be able to save the world from being consumed in hellfire by the demons' war? What is the story behind the Ghost Riders' rivalry, and will it get in the way of their fight against their mutual foe? What of Ben Reilly and the rest of "Team Spider?" What role will they play in this tangled web? For the answers to those questions and others, read on and be sure to review!


	13. The Void Cries Through Him

"Advent of Midnight"

Chapter 13: "The Void Cries Through Him"

Disclaimer: Spectacular Spider-Man belongs to Marvel Comics and Marvel Studios. Darkstalkers and Devil May Cry belong to Capcom. All related characters and properties belong to Marvel and Capcom, and I make no money from this story.

Author's note: It's been a year and four months since I began this story and now it's time to end this phase of it. Yes, "this phase," since I plan to continue the adventures started here in the form of a wider crossover between Marvel properties and Capcom properties. Oh, yes, anticipation of Marvel vs. Capcom 3: Fate of Two Worlds has gotten the better of me, though I do wish Marvel's side had some women. (And they'd better include the Web-Head or heads will roll.)

In all seriousness, it's been a long time coming. Spider-Man is all set to confront the demon that took his Aunt May and nearly destroyed his humanity. Meanwhile, the demon lords continue to wage their hellish civil war on Earth, and who knows just who might exploit this for their own gain? What heroes will emerge to stand against the fiends that threaten humanity? What villains will attempt to barter with them for personal advantage? And will anything or anyone be left standing after the battle is over? For the answers to those questions and others, read on as the endgame begins!

* * *

"Agent Romanoff," an imposing man with gray-tinged brown hair and a patch over his scarred left eye whispered into a Bluetooth earpiece. "Have you managed to rendezvous with Agent Van Dyne and her boyfriend yet?"

"_I'm with Agent Van Dyne now, Colonel Fury,"_ a female voice with a low Russian accent responded over the com-link.

"Are Agents Barnes and Barton with you?" Colonel Nick Fury asked.

"_They will be meeting with us shortly,"_ Agent Natasha Romanoff replied. _"They have gone to track down the other parties you claimed interest in."_

"Good," Fury replied. "I'll link up with you shortly. Fury out."

He closed the com-link before closing his good eye to practice a meditation technique that would prove useful in restraining him from killing the man that had just walked in. The man in question was tall and broad-shouldered, garbed in his usual military brass uniform, and his hair had gone nearly completely white with age. Despite that, he was in rather fine physical shape; it was his attitude Fury didn't like.

"So, Fury, your little freak menagerie still can't hack it, can they?" the man taunted.

"It's not like your soldiers have been able to pierce that barrier surrounding New York City, hmm, Thunderbolt?" Fury retorted with a slight smirk. "Bet that guy you've been chasing all over the country would be pretty useful right now."

General "Thunderbolt" Ross bit back an angry growl at the reference to his lifetime mission, which so far had been an abject failure. "You got any better luck with that thing?" he asked, just to be snarky.

"No," Fury admitted. "We still have communications in there, but beyond that, any of our forces stuck inside that city are on their own."

Ross grunted. "Just what the hell is going on?"

"I don't know, but for the sake of every innocent person in that city – 'my little freak menagerie,' as you call them, better be able to stop it," Fury replied.

* * *

Inside the city that had been transformed into a veritable hell on Earth, the Ghost Riders confronted the dark prince of Makai, Jedah Doma. _**"What's your game?"**_ the red-hued Ghost Rider asked.

"My game?" Jedah echoed. "You think this is a game? Your masters have long left this world to rot in its own filth, and you expect me to just let that stand? The corruption of this world, the celestial plane, and the infernal plane will lead to the destruction of everything – unless I stop it."

"_**And how do you intend to do that?"**_ the blue-hued Ghost Rider interrogated.

Jedah spread his arms out to gesture to the city around them, the bleeding skies and the rampaging demons. "I am going to merge our worlds together. All will be as one, and we will be reborn from the Womb of the Holy Mother. We will be free to begin anew . . . and we will be saved."

"_**You're a fool, Jedah Doma, to think that a devil like you will be our salvation,"**_ the blue-hued Ghost Rider snarled.

"And you are a hypocrite," Jedah retorted. "I know the fuel behind that fire of yours . . . Zadkiel."

The blue flames surrounding the other Ghost Rider's skull blazed brightly. _**"You . . . are going to die here!"**_ He withdrew a length of chain with bladed links from around his torso and threw it at Jedah, the links breaking apart for a shrapnel-like attack that cut into the demon prince. _**"Your mad dream will never be reality!"**_

Jedah laughed, even while he was bleeding from the blue-hued Ghost Rider's attack. The Ghost Riders figured out why he was laughing when his blood began to attack them. The red-hued Ghost Rider unleashed hellfire on Jedah Doma, while the blue-hued Ghost Rider unleashed blue-tinted holy fire upon the demon prince. The two differently powered fire attacks hit the demon prince and seemed to engulf him, only to be violently dispersed by a cluster of bladed wings.

"Are you that sure my dream will never be reality?" Jedah asked.

"_**It never will be,"**_ the red-hued Ghost Rider growled, throwing out his own hellfire-enhanced chain to bind Jedah, who merely snapped it apart in a bladed fury and attacked the Riders with those same blades. The red-hued Ghost Rider dodged and psychokinetically directed the severed links of his chain to strike Jedah like bullets, while the blue-hued Ghost Rider attacked more directly, lashing at Jedah with his bladed chain.

"You're the fool if you think you can beat me," Jedah snarled, catching the blue Ghost Rider's chain and using it to yank the flame-skulled biker toward him. Twisting in midair, the blue Ghost Rider tangled his chain around Jedah Doma and came down slamming the demon prince into the rooftop.

"_**Who's the fool now?"**_

* * *

Elsewhere in demon-infested New York, a cute girl in her early twenties, notable for the attractive blend of Caucasian and Asian features, entered Hank Pym's apartment. Briefly pausing to admire the décor, she immediately headed for the hidden room where he worked on his "special" projects. "Hank? You there?" she called out.

"Yeah, Jan," Hank greeted her, his voice filtered through the insect-styled helmet he wore. When Jan saw him, she noticed that he was wearing insect-like red armor with blue joints. An upraised shell resembling an insect's thorax rested on his back, and if Jan wasn't mistaken, it covered the power source for his armor. His face was entirely concealed by a helmet with lenses resembling an insect's eyes and the mouthpiece resembled an insect's mandibles.

"So this is the G.I.A.N.T. Suit you've been working on," Jan remarked. "I'm impressed."

"I've got spares," Hank replied. "One of them I made for you."

"Aww, you shouldn't have," Jan purred amusedly. "By the way, I've got some friends waiting for you outside. We've got a lot of work to do. Mind showing me that suit you made for me?"

Hank showed her to the armory where he kept his spare G.I.A.N.T. Suits, pointing out a black-and-gold model with a more feminine shape. "That's the G.I.A.N.T. Suit, Wasp Model."

"What's yours called?" Jan asked.

"Ant Model," Hank replied. "You wanna try it on? I'll look away."

Jan chuckled. "Always the gentleman, Hank. That's what I like about you."

After Jan had gotten the Wasp Model G.I.A.N.T. Suit on, she flexed her fingers curiously. "Wow, this suit . . . it's just right . . . how?"

If Hank hadn't had his helmet on, he would have scratched the back of his head nervously. "Let's meet these friends of yours."

Once outside Hank's lab and outside his apartment, the G.I.A.N.T. Suited couple found themselves face to face with several other people, most of them in costume. One was a well-muscled brunet man in a tan vest and brown pants made out of lizard hide. Another was a redheaded young woman garbed in a skintight black leather suit with the zipper halfway down, a belt with a red symbol resembling that of the black widow spider, and metal cuffs on her wrists.

Two others were seemingly ordinary teenage boys in nondescript clothes, one Asian and neatly groomed, the other Caucasian and somewhat scruffier. A fifth was a grim-looking young brown-haired man in black tactical body armor with a rifle strapped around his torso, a pistol strapped to his hip, and his eyes concealed behind a black visor. The sixth was a blond man in black-and-purple tactical body armor with straps around the torso aligned to resemble an uppercase "H," a quiver full of arrows on his back, a collapsible bow strapped to his hip, dual pistols strapped to his thighs, and a pair of sunglasses over his eyes.

"Who are these guys?" Hank asked.

"They're the tactical squad S.H.I.E.L.D. put together for its Avenger Initiative," Jan replied.

"You work for S.H.I.E.L.D.?" Hank deduced.

"Yeah," Jan confirmed. "Fury offered me a pretty good deal. He could offer you one just as good."

"Does he know what the hell's going on out there?" Hank asked.

"Demons," the muscular man in the earthy colors replied. "According to my stepmother Hera, somebody's trying to break down the walls separating this world from the world of demons and the world of angels . . . and possibly the home realms of the gods as well."

"What would happen if those walls came down?" Hank inquired, suspecting he wouldn't like the answer.

"About what you'd expect," the Asian boy answered. "Fire and brimstone, the forces of Heaven and Hell fighting their war on Earth and dragging the human race into it kicking and screaming, some of the nastier gods setting off to reestablish their former dominance over humanity, and in the end . . . rocks fall, everyone dies."

"Rocks fall, everyone dies?" Hank repeated incredulously.

"What, you never heard of tabletop RPGs?" the boy asked incredulously. "It's what happens when the game master gets sick of his players acting like idiots or just feels mean. He kills them all off."

Hank chuckled embarrassedly. "I've missed out on a lot, haven't I?"

"Be serious, Amadeus," the redheaded woman admonished with a light Russian accent, just heavy enough to add a touch of exotic allure.

"If it's that serious, what are we standing here waiting for?" Hank asked. "Let's go out there and save some lives."

"Sounds good to me," the sunglasses-wearing man with the "H"-straps around his torso replied. "And on the way, how about we all get to know each other? Name's Clint. Call me Hawkeye."

Hank chuckled slightly. "It's Hank. Call me Giant-Man."

"All right," Hawkeye responded.

The scruffy boy twisted his left wrist to loosen the sleeve, revealing what appeared to be a wrist-mounted sport watch. A closer look would reveal that the object was actually embedded within his wrist. With a twist of the casing, the watch face "opened" to reveal the holographic image of an armored warrior in silver and green with a blond braid sticking out of the bottom of the helmet. The boy grinned at the image before slamming his hand over it, and in a flash of bright silver-green light, he was gone, replaced by the very warrior he'd been projecting.

The warrior was garbed in a silver-white breastplate with a circular hole in the center to expose the white starburst symbol on the under-suit for his armor. That same breastplate also extended to cover his sides and hips, while silver-white metal boots and articulated leg armor for greater freedom of movement covered most of his legs. He wore white gauntlets with specially articulated joints for his wrists and knuckles, and his face was concealed by a white helmet that looked like a high-tech Spartan helm.

"Whoa," Hank uttered. "And I thought my armor was cool."

"That's Mahr-Vehl, a warrior of the Kree Empire until he got fed up with how its leadership managed that empire," the Wasp explained. "His DNA, memories, and personality were encoded within that implant on Rick's wrist and whenever Rick activates it, he takes over."

"Marvel?" Hank uttered in confusion.

"_Mahr-Vehl,_" the armored warrior corrected sourly. "But yes, call me 'Captain Marvel' if that's easier to pronounce."

"You could chill out, you know," Hawkeye suggested. "It's not our fault your name doesn't roll off our tongues so easily."

"No, I suppose it isn't," "Captain Marvel" replied with slight resignation in his voice. "But it's still irritating."

"We've talked long enough," the leather-clad redhead cut in. "It's time to move."

"She's right," the Wasp said. "Let's get to saving some lives."

* * *

And somewhere else in the demon-infested city, the Scarlet Spider – as Ben Reilly had taken to calling himself – was swinging through on his webs. Following him were Arana (Anya Corazon), Spider-Woman (Mattie Franklin), Tarantula (Harry Osborn), and Spider-X (Brian Kornfeld), all in their own ways. Arana was using bolas with spider-shaped weights that doubled as clamps to swing from, while Spider-Woman was climbing over the skyscrapers with her extended spider legs. Tarantula and Spider-X were web-slinging like the Scarlet Spider, but their webs were organic while his were artificial.

"You ever think that if this were an action movie, there'd be some heavy metal blasting in the background right now?" Scarlet Spider asked, trying to make conversation.

"Shut up, will you?" Spider-X grumbled. "We're supposed to be hunting demons, not yakking for no good reason."

"But that's what Spider-Man does," Tarantula defended somewhat hesitantly.

"Well, I'm going to be a better Spider-Man," Spider-X snapped.

Just then, the Web Corps heard a scream that sounded that of a young girl. A closer look showed a young blonde girl in a red cloak with the hood over her head carrying a picnic basket while being chased by a pack of demons, screaming her head off for someone to help her. Spider-X and Scarlet Spider immediately somersaulted down to save her, only for the young girl to turn around, pull a giant rifle out of her picnic basket, and start shooting wildly at the demon horde chasing her.

"What the hell?" Scarlet Spider shouted in astonishment.

The girl laughed with psychotic glee as the demon horde fell to her bullets. "Night-night!" she shouted at them as they died.

"What kind of . . . ?" Spider-X wondered aloud, just about as stunned as Scarlet Spider was.

Then the girl caught the two Spider-Men gaping at her. "Surprised a little lady like me is carrying such a big gun?" she taunted them.

"What was that about?" Scarlet Spider exploded.

"They're demons, I'm a demon slayer," the girl answered with utter nonchalance. "Just doing what I do to make an honest living."

"You just slaughtered them all!" Scarlet Spider yelled.

"Yeah, so?" the girl asked nonchalantly still. "Demons are so much fun to kill. You don't have to feel bad about it because they aren't even human."

"You are one twisted little girl," the Scarlet Spider commented.

"The name's B.B. Hood! And I'm not a little girl, either!" the girl shrieked, throwing open her cloak to reveal that, indeed, she was a bit more developed in the mammary area than an actual little girl would be. Of course, it wasn't by that much.

"You sure look little," Spider-X stated bluntly.

"You piece of . . . !" B.B. Hood yelled and pointed her rifle at him. Before she could fire, Spider-X had sliced the rifle apart with the talons that he also used for wall-crawling. "What the hell? I paid good money for that!" Then she started snickering in a quite disturbing fashion. "Then again, it's not like I don't have more."

"You're a mean little girl, you know that?" Arana remarked, having joined Scarlet Spider and Spider-X along with Tarantula and Spider-Woman.

"You wanna get out of my way?" B.B. Hood asked sweetly. "That way I don't have to make you all bloodstains on the pavement?"

"Like I'm letting a psycho like you run loose," Scarlet Spider retorted.

"Ok, you wanna play it like that . . . more fun for me!" she announced with mad glee, pulling out a pair of semiautomatic pistols and aiming them at the Spiders.

"Oh, crap . . ." Tarantula uttered.

"Dodge, bitch!" the red-cloaked girl shrieked, shooting at the Spiders, who were forced to put their new superhuman agility to the test by dodging so many bullets coming at them per minute. Scarlet Spider attempted to fire an impact webbing bullet at her, only to be forced to use his externalized web-shooter trigger to deflect her bullet instead.

"So much for that web-shooter," he muttered as he continued to dodge.

"Weaklings," a deep voice snarled, and suddenly the bullets were being sliced in half by what looked like a katana. The Spiders stopped in their tracks to see what looked like a samurai out of the depths of Hell itself. The demon samurai charged through the hail of bullets B.B. Hood was bringing down on him.

"Should we let them kill each other off?" Tarantula asked.

"Uh, I don't think we're gonna have much of a choice in the matter," Scarlet Spider replied, spotting more demons coming out of the shadows to confront them.

As Web Corps got ready to fight, a woman suddenly descended from the sky in an acrobatic somersault that ended in her uncurling herself to scratch one of the demons with clawed hands that strongly resembled cat's paws. That wasn't the only thing noticeable about her; she was practically naked except for a few strips of fur to (barely) preserve her modesty, and she had large white cat's ears sticking out of her bushy head of blue hair.

"Whoa," Tarantula uttered.

Joining the cat-woman was a werewolf who attacked the demons by ricocheting in a curled-up position like some kind of pinball. "Dr. Warren's been holding out on us," Spider-Woman mumbled.

"Wolves," B.B. Hood muttered. "I _hate_ wolves." She took out another big gun and was about to open fire on the werewolf, only for Scarlet Spider to fire an impact webbing bullet that clogged her gun.

"No, missy, that's enough killing on your part today," he admonished.

"You're a nice fella!" the cat-woman remarked. "What's your name?"

"Scarlet Spider. Yours?"

"Felicia. And my buddy over there is Jon Talbain! Say hi, Jonny!"

"We don't have time for introductions!" the white-furred werewolf growled irritably in the midst of the fight.

"But we have to be polite!" Felicia insisted.

"By the way, who's the samurai from hell?" Spider-Woman asked.

"Bishamon," the werewolf, Jon Talbain, replied. "He's really a suit of cursed armor and a demon sword. Anyone possessing them will in turn be possessed by them and driven solely by the urge to kill."

"That's sick," Tarantula remarked, "and not in the good way."

Just then, B.B. Hood began to rap. "Ka-ka-ka-ka. Ka-ka-ka-ka . . ."

"Something tells me this is not going to turn out well," Spider-Woman murmured.

Arana looked down and saw a primed grenade roll next to her. "Oh, crap."

"KA-BOOM!"

The grenade promptly exploded just as the combatants had all taken evasive measures. That didn't stop the explosion from knocking them around quite a bit, but it did succeed in taking out the demon hordes attacking them. When it died down, Arana rubbed her aching head.

"That girl's crazy."

* * *

Meanwhile, Spider-Man followed the Nightstalkers, as he had learned the band of vampire hunters called themselves, to Demitri Maximoff's manor. He found it funny that, with the exception of Frank Drake, the guy dual-wielding pistols, all of the Nightstalkers were themselves vampires of one kind or another.

Hannibal King, the talky one with the bare arms and dual-wielding swords, was a partially turned vampire who'd somehow resisted the full transformation, like Spider-Man himself. Rachel Hellsing, the pantsuit-wearing swordswoman, was a descendant of Abraham van Helsing (apparently, Dracula was _real,_ after all). She was a vampire in her own right, but she used those abilities to hunt other vampires.

Edith Murray, the cute blonde with the guns, was a latent vampire (and her last name was kind of familiar) and, like Rachel, used her abilities to hunt fully manifested vampires. Blade, the leader of the bunch, was a dhampir, born to a human woman who'd been impregnated by a vampire that hunted her down and killed her after Blade had been born, hence Blade making it his lifelong mission to eradicate the vampire scourge.

In another time and place, Spider-Man and Hannibal would have gotten along great; they were both chatterboxes who could fill up entire silences with the amount of talk they'd both be spewing. Now wasn't the time for any of that, though, as Spider-Man had a beloved aunt to save.

As Spider-Man swung through the city following the Nightstalkers, he got the feeling he was being followed. "You sure you wanna take on your ex like this?" he asked.

Morrigan just smirked at him as she flew beside him. "Very."

When they made it to Demitri's manor, Spider-Man moved to knock the door down with his fists, only for his spider-sense to suddenly flare painfully. "It's a barrier spell of some kind."

"Barrier spell, huh?" Morrigan remarked. "Lilith?"

Lilith cracked her knuckles. "Leave it to me, sis." She began tapping her right foot, then her left foot, all while nodding her head as though listening to a beat no one else could hear. The Nightstalkers and Spider-Man looked at her in confusion as she began to dance, swiveling her hips to that same inaudible beat until she stopped to twirl and punch the door, shattering the barrier spell.

"Who knew dancing could do that?" Spider-Man quipped.

Hannibal whistled appreciatively, before Rachel elbowed him in the ribs. "She's too young for you."

"No, I'm not," Lilith purred flirtatiously.

"You wanna get your life sucked out through your dick, that's perfectly fine by me," Edith grumbled.

"Jealous, Edie?" Hannibal taunted.

"Can we just go inside and kill this bastard already?" Blade asked sourly.

"I'm with Mr. Sunglasses-at-Night," Spider-Man agreed.

"As am I," Morrigan added. "The longer we wait, the more time Demitri will have to refortify his defenses."

They went inside, spreading out through the manor. Just then, the wall-crawler's spider-sense went off and he whirled just in time to avoid being attacked by a vampire. No . . . on closer examination, his attacker wasn't a vampire; he was a ghoul, a partly turned human who'd been driven berserk by his incomplete transformation. It was suddenly apparent to the web-slinger that Demitri was using ghouls as shock troops.

Spider-Man threw the ghoul off and webbed him to the wall, before his spider-sense alerted him just in time for him to dodge another ghoul's attack. Rolling under the ghoul, Spider-Man twisted to kick him into the ceiling and web him there in the same second his back touched it. Flipping onto his feet, Spider-Man slammed an elbow into a third ghoul's ribcage without even looking before sprinting out of there to find Demitri.

Elsewhere in the manor, Blade ran into a small coterie of ghouls. He immediately drew his titanium-silver longsword and began slicing through them. Nearby, several of the ghouls had drawn guns and were now shooting at Hannibal King, who was using his inhuman reflexes to deflect the bullets with his twin swords while getting closer to his opponents. When he was close enough, he sliced off their gun arms, but he spotted one in the reflection of his blades about to shoot him from behind. Reacting quickly, Hannibal whirled and sliced the bullet in two, its halves striking two ghouls in the head.

Rachel looked at the ghouls that were rushing to attack her with a wicked smile on her face. She quickly unsheathed her sword . . . and sheathed it again mere seconds later. A second after, the ghouls collapsed in puddles of their own blood, leaving Rachel to smile at a job well done.

"You wanna do this together?" Edith asked Frank over her shoulder.

"No problem," Frank replied.

The two vampire slayers aimed their guns together at an attacking ghoul and pulled the triggers simultaneously, their exploding bullets striking the ghoul in the head. Frank then twisted away from Edith, pushing her out of the way of another attacking ghoul while drawing his second pistol and hitting the ghoul with another explosive round. Edith dexterously avoided another ghoul's attack and pumped him full of exploding silver-jacketed lead.

Elsewhere in the manor, Morrigan and Lilith were in the midst of a horde of ghouls, their wings morphing into bladelike tentacle spears that ripped through the twisted humans. Morrigan lunged at one of the ghouls and wrapped him in her wings before slamming him into the ground in a manner resembling a piledriver. Lilith split into two and attacked two more ghouls in complete tandem with her duplicate before recombining with a graceful back-flip.

* * *

While all these fights were going on, Spider-Man suddenly collapsed in pain from spider-sense overload. "No . . . not now . . ."

The Spider-Clone had burst in, tearing through ghouls with all the ferocity and strength of a madman. "_Demitri Maximoff! FACE ME!_" the hybrid abomination screamed furiously.

A deep, ominous chuckle rose from all over the manor. "Is that what you want, you deformed freak of science?" Demitri taunted. "Then that's what you get."

At that moment, Demitri emerged from the shadows of his manor, briefly manifesting his gargoyle-like demonic visage before shifting back to human form. The Spider-Clone snarled beneath his mask and lunged at Demitri with his extended arm transformed into a giant organic blade that could probably cleave the vampiric demon in two. Unfortunately for him, Demitri reacted faster, grabbing him by the throat and slamming him into the ground with one hand.

Furious, the Spider-Clone sliced Demitri's arm off with his blade arm and then impaled him with that same blade. To his surprise, Demitri just laughed it off, before grabbing the clone by his clavicle and hoisting him off, not minding that the clone's blade arm had just cut him even deeper. The clone contorted in midair and lashed out with his arm like a bladed whip, an attack Demitri dodged by seeming to just vanish.

"Where is he?" the clone hissed, just before he got punched in the face by Demitri, who had suddenly reappeared. As the clone sailed through the air, Demitri dashed behind him to strike him down with a vicious two-handed punch. The clone barely had time to roll onto his feet before Demitri was on him again, punching him with a speed and brutality the likes of which would have terrified even more hardened warriors.

The fully healed Demitri picked up the clone and smashed his head into the clone's head. While the clone was still disoriented, Demitri grabbed him and body-slammed him into the reinforced floor with enough force to nearly break the tiles. "Nothing but a childish freak," Demitri muttered scornfully, walking away from the wounded Spider-Clone.

It was at that moment that Demitri got a surprise, as the Spider-Clone had just enough force of will left to get up and slice the aspiring demon lord in half. "So what if I am?" he asked coldly. "I'm still good enough to kill you."

The clone didn't have the chance to savor his triumph, as the Demitri he had "killed" was nothing but an illusion. The clone found this out when Demitri grabbed him by the face and slammed him into the ground before stomping on his head for emphasis. "Your refusal to die is perversely admirable, but it's getting annoying."

Suddenly, he found himself dodging exploding bullets, although he quickly honed onto their origin – Edith Murray and Frank Drake. He smirked. "Did you really think you could get me with those?" In a flash, he was right behind them and ready to decapitate them both. Another flash interrupted him, this one Rachel blocking his attack with her sword before kicking him back . . . right into a swinging kick from Spider-Man.

"Where's my aunt?" Spider-Man asked.

Demitri smirked. "We've been having a lot of fun, she and I."

Spider-Man growled furiously and attacked Demitri with a berserk flurry of punches and kicks, only for Demitri to catch his last punch and break his arm with a brutal twist. He then added insult to injury by kicking Spider-Man in his broken arm, eliciting an instinctive cry of pain from the web-slinger. At that moment, Hannibal flashed to attack Demitri with his swords, Morrigan and Lilith flanking him.

"Not cool, what you just did to that kid," Hannibal remarked. "Not cool at all! What kind of self-respecting psychopath are you?"

"Let's just finish him," Blade snarled, attacking Demitri with Hannibal.

"You two think you can take me?" Demitri mocked. He directed his next comment to Blade. "_You_ think you can take me, you sorry half-breed?"

Blade impaled Demitri through the hand, but only because Demitri had deflected the strike that Blade intended for his heart. Demitri smiled evilly at Blade and impaled him through the stomach with his other hand before tossing him aside. He then pulled Blade's sword out of his hand and experimentally swung it.

"Nice grip. You've probably scored a lot of kills with this, haven't you, Blade?"

"You're welcome to add yourself to that list," Blade retorted.

"Silver?" Demitri wondered as he hefted Blade's sword. "No wonder my hand was stinging. But that's all you can do."

Hannibal and Rachel attacked Demitri, only for Demitri to block them with his stolen sword. Rachel flashed out of sight, reappearing in the air behind Demitri to deliver a tornado kick to his head. Unfortunately for her, Demitri blocked her kick by impaling her through the foot with Blade's sword before ripping the blade out forcefully and knocking her to the ground. Hannibal attempted to use his swords like scissors to cut off Demitri's head, but Demitri blocked it with his singular sword and kicked Hannibal in the stomach, knocking him to the ground as well.

Edith flashed in front of Demitri and shot him in the head before jumping back out of the way as Frank pelted him with bullets. Sadly, that wasn't enough to do him in, as Demitri was regenerating at an abominably fast pace. He laughed in their faces – right until Morrigan and Lilith double-teamed him with their drill wings.

"You . . ." Demitri snarled.

"You never were one for taking hints, were you?" Morrigan taunted.

"You abandon me for that Sparda filth, you dare take that childish freak of science into your bed, and now you fight alongside the hunters. . . ." Demitri snarled. "So much humiliation I've suffered at your hands, Morrigan Aensland. No more. It ends tonight!"

Suddenly, a web lashed out to bind Demitri's arms. "You . . . really don't know how to deal with a woman who says no to you, do you?" Spider-Man taunted, his good arm outstretched in the web-spinning position.

"Spidey!" Lilith greeted exuberantly.

His spider-sense barely had time to go off before Demitri ripped free of the webbing and lunged at him, body-slamming the web-slinger into the floor like he'd done with his clone. A ragged scream ripped out of Spider-Man's throat as the pain from his broken arm was aggravated once again. Demitri smiled cruelly at the sight of the web-slinger's pain.

"And now for the other one . . ." Just as Demitri was about to break Spider-Man's remaining good arm, the wall-crawler's clone tackled him, slamming his shoulder into Demitri's ribcage. Demitri attempted to attack the clone, only for that clone to twist around in midair and come down with a brutal punch to Demitri's face. Unfortunately, this gave Demitri the opening he needed, grabbing the clone by his throat and throwing him aside like a ragdoll.

"You . . . saved me?" Spider-Man asked his clone.

The clone just chuckled painfully. "We can't beat him like this."

"You got any suggestions?" Spider-Man inquired. "Because I could use some ideas right now."

The clone's symbiotic mass began to stretch out from him in tendrils that gently but insistently gripped Spider-Man's side. "Hey, hey, hey!" Spider-Man protested. "I'm not doing that again!"

"A merger," the clone whispered as the tendrils of his symbiotic mass continued to envelop Spider-Man. "We can beat him together. Warren made me to be your superior. Instead, I will be your support."

"Not like I've got very many options here," Spider-Man muttered. "Just don't do anything funny."

"Another trick?" Demitri asked, staring at the cocoon of hardened black ooze where the two Spider-Men had been. "You might as well give up."

The cocoon was split by a brutal punch from inside, revealing a black-coated arm with strange glowing lines running through it. Another arm joined it, much similar to the first, and a humanoid figure used those arms to push out of the cocoon. The figure resembled Spider-Man in black, but the lenses of his mask were glowing red along with the spider symbol on his chest, its legs extending and tapering into the glowing circuit-like runes on his arms, legs, and torso.

"Rematch?" the new Spider-Man challenged.

"I knew those protection sigils would be good for something!" Lilith cheered.

Demitri snarled and lunged at Spider-Man, only for Spider-Man to catch Demitri's fist and throw the demon lord back. Demitri merely twisted onto his feet, disappearing and reappearing behind Spider-Man, only for Spider-Man to slam his elbow into Demitri's ribcage. With Demitri knocked back, Spider-Man jumped and contorted in midair to spray Demitri with black webs, trapping him momentarily. Demitri merely ripped free, but by then, Spider-Man had seemingly vanished.

The demon lord was made aware of Spider-Man's presence with a tap on the shoulder that barely alerted him to the punch he received from the revitalized wall-crawler. As Demitri sailed through the air, Spider-Man dashed ahead of him and flipped back for a brutal drop kick that ended with Spider-Man riding Demitri's prone body like a skateboard and kicking him into the wall. Without even looking at him, Spider-Man walked away.

"You . . . omigod, you were so cool!" Lilith exclaimed. "It really, really turned me on!"

Spider-Man shivered internally. ". . . Thanks. I think. Listen, watch that guy for me. I gotta find my aunt."

"As long as you come right back," Morrigan purred. "I'm not finished with you yet."

* * *

Spider-Man jumped onto the balcony of the manor's top floor and sprinted for where he was sure Demitri was keeping Aunt May. He didn't know why he was sure, only that he was sure, and he found a most unexpected presence when he opened the door.

"Morbius! What are you doing?"

Michael Morbius stepped away from the bed, revealing a very human Aunt May – only she was still dressed in that "Victorian harem" outfit Demitri had put her in. Spider-Man felt a mixture of relief and unease, the former from her being human again, the latter from her still wearing that outfit. It was very incongruous with the Aunt May he knew, but he would worry about that later. He turned to Morbius and asked his question in one word.

"How?"

Morbius held up an empty vial. "Gene cleanser. I stole it from Warren."

"Why not use it on yourself?" Spider-Man asked.

"I once wanted to save lives," Morbius replied soberly. "While fighting my way here, I got back in touch with that desire. I believed I could start with your aunt."

"I . . . I don't know what to say . . ."

"Nothing needs to be said." With a flash, Morbius was gone, so fast even Spider-Man's eyes had a hard time tracking him.

_Aunt May . . ._ he heard his symbiote-fused doppelganger's voice, sounding so plaintively childlike it nearly broke his heart. Spider-Man walked over to Aunt May's sleeping frame and let the symbiotic matter of his costume recede from his hand so he could touch her cheek gently. "Sleep tight. The nightmare's gonna be over for us both soon."

He picked up Aunt May, covering her in a blanket, and came down with her. "So that's your aunt," Hannibal remarked. "She ain't that bad-looking."

"Are you going to flirt with every living female you run into?" Rachel asked irritably.

"Just the cute ones," Hannibal answered with an impish smirk.

The symbiotic Devil Trigger suit peeled off Spider-Man, revealing the red-and-blue costume Lilith had made for him. The suit itself twisted into the form of a taller, more imposing version of Peter Parker, only he'd changed somewhat. His skin wasn't as leathery, but it was still a tan color, and the spiky barbs that covered his jaw had shrunk to look mostly like beard stubble. The barbs that made up his hair had softened into a more matted, downy look that could actually pass for hair.

His eyes were a different story, though; they were red with pinkish sclera and six extra eyes akin to those of a real spider had situated themselves between and above his human eyes. As everyone stared down the new Peter Parker curiously, it was Morrigan's gaze that carried hints of outright lust.

"Mm, if this is what you'll look like in a few years . . ." she remarked sultrily to Spider-Man.

Spider-Man aimed a sour look at Morrigan. "I just wanna get my aunt home. I'll worry about you and him and the rest of this later."

Blade looked out at the sky. "It looks like regular night again."

"Really?" Spider-Man asked. "Does that mean . . . we won?"

* * *

Some days later, Peter Parker busied himself attending to Aunt May back in their house with lots of soup and tea. She tried to insist that she could at least get her own tea, but Peter wouldn't hear of it. For that matter, neither would Ben, who was still living with them for the time being until he was old enough to get his own place. Even Mary Jane and Anna Watson had joined in the fussing, and Dr. Bromwell had made sure to give May a full checkup.

"I'm very touched that you're all so concerned about me, but I am not yet so fragile that I can't at least drink my own tea and eat my own soup," Aunt May insisted.

Peter looked like he was about to argue it some more, only for Mary Jane to put her hand on his shoulder. He sighed. "Ok."

"Besides, it'd be good for you to go out and do something," Aunt May advised. "You can't stay in here fussing over little old me forever."

"Yeah, you're right," Peter conceded.

* * *

So it was that Peter found himself dressed up as Spider-Man and on a rooftop with Morrigan and Lilith. "You kept the costume!" Lilith squealed.

"Yeah," Spider-Man answered. "It's not so bad."

Lilith pouted cutely.

"Ok, it's great! It's spectacular!"

Lilith giggled. "You're so cute."

"So, what did you want to meet here for?" Spider-Man asked.

"It was Jedah Doma that created the instability between our worlds," Morrigan explained. "Some mad idea he had in his head about saving us all or something."

"So where do we go from here?" Spider-Man asked.

"Back to the way things were before, I suppose," Morrigan replied easily. "It's not like the other candidates have enough strength to challenge me now, not after what happened."

"Is this goodbye?" Spider-Man asked, finding himself oddly saddened by that prospect.

Lilith walked up to him and peeled his mask off, just enough to expose his face. "No. This is . . . 'see you around.'" Then she kissed him on the lips – with tongue. Peter's eyes nearly jumped out of his head, he was so shocked by how Lilith was kissing him. When she pulled back, she noticed that Peter was in a daze and gently pulled his mask back down over his face before turning to Morrigan with a pleading expression.

"No, we can't take him with us," Morrigan denied. "I'd love to; he'd make an entertaining playmate if nothing else, but this city needs him far more than we do." Lilith pouted. "And no, I don't care how much that pout of yours makes me want to take you right here and now, we are _not_ kidnapping him when he just got his aunt back."

"You've sure grown a conscience, huh, Morrigan?" Dante remarked, landing on the roof with his motorcycle.

"It happens," Morrigan admitted.

That was when Spider-Man snapped out of his kiss-induced daze. "So is that . . . it?"

"For now," Morrigan answered. "But I'll be back for you, Spider-Man. Until then . . ." She blew him a sultry kiss before a flurry of bats engulfed Spider-Man. When the flurry stopped, he noticed that he was all alone on the rooftop now.

_I don't know if that's a good thing or not, but . . . might as well roll with it,_ Peter thought as he jumped off the rooftop and fired a web to swing on. He jumped, flipped, contorted, somersaulted, and swung through the concrete jungle that was his playground and protectorate all at once.

He was Spider-Man. Criminals, beware.

* * *

End Notes: There you have it! The end of the first installation of Advent of Midnight! As I'm sure most of you following me already know, this story is going to continue in an expansion of the Wide World of Marvel as it meets the world of Capcom's most venerated franchises. Spider-Man will be teaming up with the crew of Street Fighter against the might of M. Bison and Tombstone, joining up with the elite crime-fighting team S.T.A.R.S. to battle the sinister creations of the Umbrella Corporation and its rivals, tagging along with the likes of Mega Man to battle Dr. Wily's mechanical madmen, and even more! If that doesn't intimidate you, look out for it.

Furthermore, I'm sorry I couldn't get in all the fight scenes I wanted, with the Avengers and the X-Men, but at least I got to introduce the Avengers. With the exception of Scott Summers, the X-Men didn't even get to show up! Poor X-Men; they're always being left out of Marvel's big parties. I also wish I could have done more with the climactic fight between Dante, Vergil, Trish, Lady, and Nero, but this was Spider-Man's story still.

To move on, a lot of what I introduced in the second half of this story is still going to continue in the next volume of Advent of Midnight. Michael Morbius and the symbiote-hybrid Spider-Man clone are still out there. The Web Corps are waiting in the wings, the unwitting pawns of whatever agenda Norman Osborn and Miles Warren have in mind. Tombstone is embarking on a gang war of what might be epic proportions, and the Avengers are coming together. How will all this impact Spider-Man's world? You'll just have to wait and see.


End file.
